Common use of Representations Clause in Contracts

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents, undersigned hereby additionally represents and warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired The undersigned is purchasing for the Optionee's his/her/its own account for investment only, and not with a view to, or for sale in connection with, on behalf of any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Actother person. (ii) The Optionee has had such opportunity as he undersigned will not sell or she has deemed adequate to obtain from representatives assign the Securities except in accordance with the provisions of the Company Securities Act of 1933, as amended, or pursuant to the registration Requirements under the Act, or pursuant to an available exemption under the Act such information as is necessary to permit the Optionee to evaluate the merits and risks Rule 144, which requires a prior holding period of his or her investment in the Companynot less than one year from date of purchase. (iii) The Optionee undersigned, in evaluating the merits and risks of this investment, has determined that this investment is suitable for the undersigned's participation, and the undersigned has received and reviewed all pertinent documents requested by the undersigned. (iv) Share certificates shall bear an appropriate restrictive legend that restricts the further sale or assignment of the Securities except in accordance with the foregoing provisions set forth above. (v) The undersigned is aware that there is no public market for the Company's Securities that the transfer of Securities is subject to certain restrictions according to law and that, as a consequence, it may not be possible for the undersigned to liquidate the Securities, which may have to be held indefinitely, which makes this offering an illiquid investment. (vi) The undersigned is able to bear the economic risk of holding the investment and has such shares acquired pursuant business or financial experience as to be capable of evaluating the exercise merits and risks of this option for an indefinite periodinvesting in the Company. (ivvii) The Optionee understands undersigned is aware that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) investment in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available involves certain material risks. (viii) The undersigned, in evaluating the merits and risks of an investment in the Securities, has been encouraged to seek the publicadvice of his or her own personal tax and legal counsel, and other terms has not relied upon any representations concerning this investment. (ix) The undersigned has had the opportunity to personally ask questions of and conditions of Rule 144 are complied with; receive answers from duly qualified agents and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock representatives of the Company and to verify the Company has no obligation or current intention to register any shares acquired pursuant to the exercise accuracy and completion of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of all material information about the Company, offerits business, sellofficers, contract to sell or otherwise dispose ofdirectors and founders, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after and the effective date of such registration statement. By making payment upon exercise of this option, terms and conditions under which the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Securities are being acquired.

Representations. The Optionee Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee’s duties and obligations hereunder. In addition, the Employee acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the right of the Company to be reimbursed for certain payments to the Employee in compliance therewith. In addition, the Employee hereby represents, warrants and covenants agrees with the Company that: : (i) Any shares purchased upon exercise a portion of the compensation payable to the Employee pursuant to this option shall be acquired Agreement constitutes good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, for the Optionee's account for investment only, covenants and not with a view to, or for sale agreements contained in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. Section 11 and Section 12; (ii) The Optionee has had such opportunity as he the covenants and agreements contained in Section 11 and Section 12 are reasonable, appropriate and suitable in their geographic scope, duration and content; the Employee shall not, directly or she has deemed adequate to obtain from representatives indirectly, raise any issue of the Company reasonableness, appropriateness and suitability of the geographic scope, duration or content of such information as is necessary covenants and agreements in any proceeding to permit enforce such covenants and agreements; and such covenants and agreements shall survive the Optionee to evaluate termination of the merits and risks of his or her investment in Employee’s employment for the Company. durations set forth therein; (iii) The Optionee is able the enforcement of any remedy under this Agreement will not prevent the Employee from earning a livelihood because the Employee’s past work history and abilities are such that the Employee reasonably can expect to bear the economic risk find work, if he so chooses, in other areas and lines of holding such shares acquired pursuant to the exercise of this option for an indefinite period. business; (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act covenants and agreements stated in Section 11 and Section 12 are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists essential for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied withEmployer’s reasonable protection; and (Dv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to reasonably relied on these covenants and agreements by the exercise of this option under the Securities ActEmployee. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1213.

Representations. The Optionee represents(a) I have been advised that the Shares are not being registered under the Securities Act of 1933, warrants as amended (the “Act”), on the basis of an exemption from registration under the Act, and covenants that:on the representations made by me in this agreement. I understand that neither the Securities and Exchange Commission (“SEC”) nor any other federal or state agency has passed on or made any recommendation or endorsement of the Shares, and that the Company is relying on the truth and accuracy of the representations and warranties made by me in this agreement in connection with offering the Shares for sale to me without registration under the Act. (ib) Any shares purchased upon exercise I am a director or executive officer of this option shall be acquired for the Optionee's account Company. (c) I am acquiring the Shares for investment only, for my own account and not with a view toto their resale or distribution and I do not intend to divide my participation with others or to resell or otherwise dispose of all or any part of the Shares unless and until they are subsequently registered under the Act, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Actan exemption from such registration is available. (iid) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of I have the Company such information as is necessary to permit the Optionee ability to evaluate the merits and risks of his or her an investment in the CompanyCompany based upon my knowledge and experience in financial and business matters. (iiie) I understand that if Rule 144 under the Securities Act (“Rule 144”) is available with respect to resale of the Shares, any routine sale of the Shares made under Rule 144 can be made only in compliance with Rule 144 and this Agreement. If Rule 144 is not available, compliance with another exemption from registration under the Act will be required before I can transfer part or all of the Shares. I am familiar with the provisions of Rule 144, including Rule 144’s requirement that the Shares be held by me for at least one year before they can be sold by me. (f) I understand that before any transfer of any of the Shares can be made by me, written approval must first be obtained from the Company’s counsel. The Optionee is basis of any such approval will be satisfactory compliance with the requirements of the federal and state statutes regulating sales and transfers of securities. I understand that a legend to this effect will be placed on the Shares and that stop-transfer instructions will be issued by the Company to its transfer agent. (g) I am (i) able to bear the economic risk of holding such shares acquired pursuant this investment, (ii) able to hold the exercise Shares indefinitely, and (iii) presently able to afford a complete loss of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be soldinvestment. I have consulted my own attorney, transferred accountant or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission investment advisor with respect to any stock of my investment in the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActShares. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents, warrants and --------------- covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 180 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1214.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of Shares or any interest therein. I acknowledge that the Shares have not been registered under the Securities Act of 1933 1933, as amended (the "Securities Act"), or any rule or regulation under the Securities Act. (iib) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives I am aware of the Company's business affairs and financial condition and have acquired sufficient information about the Company such information as is necessary to permit reach an informed and knowledgeable decision to acquire the Optionee to evaluate the merits and risks of his or her investment in the CompanyShares. (iiic) The Optionee is able to bear I understand that the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and Shares are "restricted securities" within under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (f) I understand that any Shares purchased hereunder shall be subject to the Stockholders' Agreement of the Company dated as of December 8, 2005, as it may be amended from time to time ("Stockholders' Agreement"), a copy of which has been provided to me, and that it is a condition to the exercise of this option under my Option that I execute the Securities Actattached signature page of the Stockholders' Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Stockholders' Agreement prior to exercising the Option. (vg) The Optionee agrees thatI understand that the certificate representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY'S STOCK OPTION PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A STOCKHOLDERS' AGREEMENT DATED AS OF DECEMBER 8, 2005, AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF CPG FINANCE, INC., AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (h) I have consulted my own tax advisors in connection with my exercise of this Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent tax advice. (i) I am presently an employee of the Company, offer, sell, contract or my employment has been terminated involuntarily or due to sell death or otherwise dispose of, directly or indirectly Disability (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after as defined in the effective date of such registration statement. By making payment upon exercise of this option, Plan) within the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12past 30 days.

Representations. The Optionee represents(a) I have been advised that the Shares are not being registered under the Securities Act of 1933, warrants as amended (the “Act”), on the basis of an exemption from registration under the Act, and covenants that:on the representations made by me in this agreement. I understand that neither the Securities and Exchange Commission (“SEC”) nor any other federal or state agency has passed on or made any recommendation or endorsement of the Shares, and that the Company is relying on the truth and accuracy of the representations and warranties made by me in this agreement in connection with offering the Shares for sale to me without registration under the Act. (ib) Any shares purchased upon exercise I am a director or executive officer of this option shall be acquired for the Optionee's account Company. (c) I am acquiring the Shares for investment only, for my own account and not with a view toto their resale or distribution and I do not intend to divide my participation with others or to resell or otherwise dispose of all or any part of the Shares unless and until they are subsequently registered under the Act, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Actan exemption from such registration is available. (iid) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of I have the Company such information as is necessary to permit the Optionee ability to evaluate the merits and risks of his or her an investment in the CompanyCompany based upon my knowledge and experience in financial and business matters. (iiie) I understand that if Rule 144 under the Securities Act (“Rule 144”) is available with respect to resale of the Shares, any routine sale of the Shares made under Rule 144 can be made only in compliance with Rule 144 and this Agreement. If Rule 144 is not available, compliance with another exemption from registration under the Act will be required before I can transfer part or all of the Shares. I am familiar with the provisions of Rule 144, including Rule 144’s requirement that the Shares be held by me for at least one year before they can be sold by me. (f) I understand that before any transfer of any of the Shares can be made by me, written approval must first be obtained from the Company’s counsel. The Optionee is basis of any such approval will be satisfactory compliance with the requirements of the federal and state statutes regulating sales and transfers of securities. I understand that a legend to this effect will be placed on the Shares and that stop-transfer instructions will be issued by the Company to its transfer agent. (g) I am (i) able to bear the economic risk of holding such shares acquired pursuant this investment, (ii) able to hold the exercise Shares indefinitely, and (iii) presently able to afford a complete loss of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be soldinvestment. I have consulted my own attorney, transferred accountant or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission investment advisor with respect to any stock of my investment in the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActShares. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee’s duties and obligations hereunder. In addition, the Employee acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the right of the Company to be reimbursed for certain payments to the Employee in compliance therewith. In addition, the Employee hereby represents, warrants and covenants agrees with the Company that: : (i) Any shares purchased upon exercise a portion of the compensation payable to the Employee pursuant to this option shall be acquired Agreement constitutes good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, for the Optionee's account for investment only, covenants and not with a view to, or for sale agreements contained in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. Section 10 and Section 11; (ii) The Optionee has had such opportunity as he the covenants and agreements contained in Section 10 and Section 11 are reasonable, appropriate and suitable in their geographic scope, duration and content; the Employee shall not, directly or she has deemed adequate to obtain from representatives indirectly, raise any issue of the Company reasonableness, appropriateness and suitability of the geographic scope, duration or content of such information as is necessary covenants and agreements in any proceeding to permit enforce such covenants and agreements; and such covenants and agreements shall survive the Optionee to evaluate termination of the merits and risks of his or her investment in Employees employment for the Company. durations set forth therein; (iii) The Optionee is able the enforcement of any remedy under this Agreement will not prevent the Employee from earning a livelihood because the Employee’s past work history and abilities are such that the Employee reasonably can expect to bear the economic risk find work, if he so chooses, in other areas and lines of holding such shares acquired pursuant to the exercise of this option for an indefinite period. business; (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act covenants and agreements stated in Section 10 and Section 11 are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists essential for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied withEmployer’s reasonable protection; and (Dv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to reasonably relied on these covenants and agreements by the exercise of this option under the Securities ActEmployee. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee’s duties and obligations hereunder. In addition, the Employee acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the right of the Company to be reimbursed for certain payments to the Employee in compliance therewith. In addition, the Employee hereby represents, warrants and covenants agrees with the Company that: : (i) Any shares purchased upon exercise a portion of the compensation payable to the Employee pursuant to this option shall be acquired Agreement constitutes good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, for the Optionee's account for investment only, covenants and not with a view to, or for sale agreements contained in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. Section 11 and Section 12; (ii) The Optionee has had such opportunity as he the covenants and agreements contained in Section 11 and Section 12 are reasonable, appropriate and suitable in their geographic scope, duration and content; the Employee shall not, directly or she has deemed adequate to obtain from representatives indirectly, raise any issue of the Company reasonableness, appropriateness and suitability of the geographic scope, duration or content of such information as is necessary covenants and agreements in any proceeding to permit enforce such covenants and agreements; and such covenants and agreements shall survive the Optionee to evaluate termination of the merits and risks of his or her investment in Employees employment for the Company. durations set forth therein; (iii) The Optionee is able the enforcement of any remedy under this Agreement will not prevent the Employee from earning a livelihood because the Employee’s past work history and abilities are such that the Employee reasonably can expect to bear the economic risk find work, if he so chooses, in other areas and lines of holding such shares acquired pursuant to the exercise of this option for an indefinite period. business; (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act covenants and agreements stated in Section 11 and Section 12 are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists essential for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied withEmployer’s reasonable protection; and (Dv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to reasonably relied on these covenants and agreements by the exercise of this option under the Securities ActEmployee. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended. (b) I am aware of the Company's and its subsidiaries' business affairs and financial condition and have acquired sufficient information about the Company and its subsidiaries to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register any shares acquired pursuant or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Agreement are incorporated herein by reference. (f) I have consulted my own tax advisors in connection with my exercise of this option under the Securities Act. (v) The Optionee agrees that, if Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12tax advice.

Representations. The Optionee representsIn addition, warrants and covenants thatin connection with the issuance of this Warrant, the holder specifically represents to the Company by acceptance of this Warrant as follows: (i) Any shares purchased upon exercise The holder is aware of the Company’s business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this option shall be acquired Warrant. The holder is acquiring this Warrant for the Optionee's its own account for investment only, purposes only and not with a view to, or for sale the resale in connection with, any distribution “distribution” thereof for purposes of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act in reliance upon a specific exemption there from, which exemption depends upon, among other things, the bona fide nature of the Company such information holder’s investment intent as is necessary to permit expressed herein. In this connection, the Optionee to evaluate the merits and risks of his or her investment holder understands that, in the Companyview of the SEC, the statutory basis for such exemption may be unavailable if the holder’s representation was predicated solely upon a present intention to hold the Warrant and the Warrant Shares for the minimum capital gains period specified under applicable tax laws, for a deferred sale, for or until an increase or decrease in the market price of the Warrant and the Warrant Shares, or for a period of one (1) year or any other fixed period in the future. (iii) The Optionee is able to bear holder further understands that this Warrant and the economic risk of holding such shares acquired pursuant to Warrant Shares must be held indefinitely unless subsequently registered under the exercise of this option for an indefinite periodSecurities Act and any applicable state securities laws, or unless exemptions from registration are otherwise available. (iv) The Optionee understands that (A) holder is aware of the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning provisions of Rule 144 and 144A, promulgated under the Securities Act; , which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (Bor from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: the availability of certain public information about the Company, the resale occurring not less than one (1) such shares cannot year after the party has purchased and paid for the securities to be sold, transferred ; the sale being made through a broker in an unsolicited “broker’s transaction” or otherwise disposed of unless they are subsequently registered in transactions directly with a market maker (as said term is defined under the Securities Exchange Act or an exemption from registration is then available; (Cof 1934, as amended) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register amount of securities being sold during any shares acquired pursuant to three (3) month period not exceeding the exercise of this option under the Securities Actspecified limitations stated therein. (v) The Optionee agrees holder further understands that at the time it wishes to sell this Warrant and the Warrant Shares there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, the holder may be precluded from selling this Warrant and the Warrant Shares under Rule 144 and 144A even if the Company offers any one (1)-year minimum holding period has been satisfied. (vi) The holder further understands that, in the event that all of its Common Stock for sale pursuant to a the requirements of Rule 144 and 144A are not satisfied, registration statement under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the Optionee will notfact that Rule 144 and 144A are not exclusive, without the prior written consent Staff of the Company, offer, sell, contract SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or otherwise dispose ofsales, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of and that such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of persons and their respective brokers who participate in such payment, the representations made in this Section 12transactions do so at their own risk.

Representations. The Optionee represents10.1 UNIVERSITY makes no warranties that any patent will issue on UNIVERSITY TECHNOLOGY or INVENTIONS. UNIVERSITY does not warrant the validity or enforceability of any patent included in the PATENT RIGHTS or that practice under such patents shall be free of infringement. 10.2 UNIVERSITY represents and warrants that, warrants to its actual knowledge and covenants that: belief, as of EFFECTIVE DATE, (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment onlyentire right, title, and not interest in the patent applications or patents comprising UNIVERSITY INVENTIONS included in the PATENT RIGHTS and the entire right, title, and interest of inventors with a view toan obligation to assign to the UNIVERSITY the patent applications or patents comprising JOINT INVENTIONS included in the PATENT RIGHTS have been assigned to it free and clear of all liens, or for sale in connection with, claims and encumbrances of any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), inventor or any rule or regulation under the Securities Act. nongovernmental third party, (ii) The Optionee that UNIVERSITY has had such opportunity as he or she has deemed adequate all requisite power and authority to obtain from representatives of grant the Company such information as is necessary to permit the Optionee to evaluate the merits licenses contained in this LICENSE AGREEMENT under said PATENT RIGHTS and risks of his or her investment in the Company. UNIVERSITY TECHNOLOGY, (iii) The Optionee is able to bear UNIVERSITY has not entered into any agreements other than grants from the economic risk of holding such shares acquired pursuant U.S. Government which provide for the rights described in Section 2.5, with any third party with respect to the exercise of this option for an indefinite period. PATENT RIGHTS, the technology claimed therein, nor INVENTIONS, (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise its execution and performance of this option LICENSE AGREEMENT will not be registered under the Securities Act and are "restricted securities" within the meaning result in a breach of Rule 144 under the Securities Act; (B) such shares cannot be soldany other contract to which it is, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any eventwill become, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the publicparty, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if it has not received any notification that the Company offers any of its Common Stock for sale pursuant to a registration statement under PATENT RIGHTS are invalid or that the Securities Act, the Optionee will not, without the prior written consent exercise by LICENSEE of the Companyrights granted hereunder will infringe on any patent or other proprietary right of any third party. 10.3 EXCEPT AS PROVIDED IN SECTION 10.2, offerUNIVERSITY DISCLAIMS ALL WARRANTIES WITH REGARD TO INVENTIONS, sellPATENT RIGHTS, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"PRODUCT(S), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this optionAND SERVICE(S) LICENSED UNDER THIS AGREEMENT, the Optionee shall be deemed to have reaffirmedINCLUDING, as of the date of such paymentBUT NOT LIMITED TO, the representations made in this Section 12ALL WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. 10.4 EXCEPT WITH RESPECT TO BREACHES OF SECTIONS [***], AND 12.1, THE INDEMNIFICATION PROVIDED UNDER SECTION 11, AND CLAIMS FOR PATENT INFRINGEMENT, NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT.

Representations. The Optionee represents, Pledgor warrants and covenants represents that: (i) Any shares purchased 1.1 there are no restrictions upon exercise the transfer of this option shall be acquired any of the Pledged Securities, other than those that are referenced on the face of the certificate or, for any uncertificated Pledged Securities, as previously disclosed to Secured Party in writing; 1.2 the Pledged Securities are issued and registered in the name of Pledgor as the legal and beneficial owner thereof, or, if uncertificated, are held in an account owned by Pledgor, and all Pledged Securities are duly authorized, validly issued and fully paid and nonassessable, with no personal liability attaching to the ownership thereof; 1.3 the Pledged Securities are free and clear of any security interests, pledges, liens, encumbrances, charges, agreements, claims or other arrangements or restrictions of any kind, except as referenced above; and Pledgor will not incur, create, assume or permit to exist any pledge, security interest, lien, charge or other encumbrance of any nature whatsoever on any of the Pledged Securities or assign, pledge or otherwise encumber any right to receive income from the Pledged Securities; 1.4 Pledgor has the right to transfer the Pledged Securities free of any encumbrances and without obtaining the consent of any other person or entity and Pledgor will defend Pledgor’s title to the Pledged Securities against the claims of all persons; and any registration with, or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body which was or is necessary for the Optionee's account for investment onlyvalidity of the pledge of, and not with a view to, or for sale in connection with, any distribution grant of the shares in violation security interest in, the Pledged Securities has been obtained; 1.5 the pledge of, and grant of the security interest in, the Pledged Securities Act is effective to vest in Secured Party a valid and perfected first and prior security interest, superior to the rights of 1933 (any other person, in and to the "Securities Act"), or any rule or regulation under the Securities Act.Pledged Securities; and (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives 1.6 all of the Company such information as is necessary Pledged Securities in certificated form have been delivered to permit the Optionee to evaluate the merits and risks of his or her investment Secured Party, accompanied by assignments in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the publicblank duly executed, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock all of the Company Pledged Securities in uncertificated form are subject to a Notification and Control Agreement by and between Secured Party and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmedCustodian, as of the date of such payment, the representations made in this Section 12term is defined therein.

Representations. (a) The Optionee representsSponsor represents and warrants as follows: the Sponsor hereby acknowledges that an investment in the Class B Ordinary Shares involves certain significant risks. The Sponsor acknowledges and hereby agrees that the Class B Ordinary Shares will not be transferable under any circumstances unless the Class B Ordinary Shares are registered in accordance with federal and state securities laws or an exemption under such laws is available. The Sponsor further acknowledges and hereby agrees that the Class B Ordinary Shares are subject to transfer restrictions and forfeiture provisions as set forth in the Subscription Agreement and the Letter Agreement to be entered into among the Company, warrants the Sponsor and covenants that: the other individual parties thereto, and the lock-up provisions therein. The Sponsor further understands that any certificates evidencing the Class B Ordinary Shares will bear a legend (ias provided in the Subscription Agreement) Any shares purchased upon exercise of this option shall be acquired referring to the foregoing transfer restrictions. The Class B Ordinary Shares are being assigned solely for the Optionee's account Sponsor’s own account, for investment purposes only, and are not being assigned with a view to, to or for sale in connection withthe resale, distribution, subdivision or fractionalization thereof; and the Sponsor has no present plans to enter into any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act")contract, undertaking, agreement or any rule arrangement for such resale, distribution, subdivision or regulation under the Securities Act. (ii) fractionalization. The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Sponsor is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option its investment for an indefinite period. period of time. The Sponsor has been given the opportunity to (ivi) ask questions of and receive answers from the Initial Purchaser and the Company concerning the terms and conditions of the Class B Ordinary Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Initial Purchaser possesses or can acquire without unreasonable effort or expense that is necessary to assist the Sponsor in evaluating the advisability of the receipt of the Class B Ordinary Shares and an investment in the Company. The Optionee understands that (A) the shares acquired pursuant Sponsor is not relying on any oral representation made by any person as to the exercise of this option will not be registered Company or its operations, financial condition or prospects. The Sponsor is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). (b) The Initial Purchaser represents and are "restricted securities" warrants that he has not engaged in any general solicitation or general advertising within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered 502 under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock the offer and sale of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActClass B Ordinary Shares. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents, undersigned hereby additionally represents and warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired The undersigned is purchasing for the Optionee's his/her/its own account for investment only, and not with a view to, or for sale in connection with, on behalf of any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Actother person. (ii) The Optionee has had such opportunity as he undersigned will not sell or she has deemed adequate to obtain from representatives assign the Securities except in accordance with the provisions of the Company Securities Act of 1933, as amended, or pursuant to the registration Requirements under the Act, or pursuant to an available exemption under the Act such information as is necessary to permit the Optionee to evaluate the merits and risks Rule 144, which requires a prior holding period of his or her investment in the Companynot less than one year from date of purchase. (iii) The Optionee undersigned, in evaluating the merits and risks of this investment, has determined that this investment is suitable for the undersigned's participation, and the undersigned has received and reviewed all pertinent documents requested by the undersigned. (iv) Share certificates shall bear an appropriate restrictive legend that restricts the further sale or assignment of the Securities except in accordance with the foregoing provisions set forth above. (v) The undersigned is aware that there is no public market for the Company's Securities, that the transfer of Securities is subject to certain restrictions according to law and that, as a consequence, it may not be possible for the undersigned to liquidate the Securities, which may have to be held indefinitely, which makes this offering an illiquid investment. (vi) The undersigned is able to bear the economic risk of holding the investment and has such shares acquired pursuant business or financial experience as to be capable of evaluating the exercise merits and risks of this option for an indefinite periodinvesting in the Company. (ivvii) The Optionee understands undersigned is aware that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) investment in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available involves certain material risks. (viii) The undersigned, in evaluating the merits and risks of an investment in the Securities, has been encouraged to seek the publicadvice of his or her own personal tax and legal counsel, and other terms has not relied upon any representations concerning this investment. (ix) The undersigned has had the opportunity to personally ask questions of and conditions of Rule 144 are complied with; receive answers from duly qualified agents and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock representatives of the Company and to verify the Company has no obligation or current intention to register any shares acquired pursuant to the exercise accuracy and completion of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of all material information about the Company, offerits business, sellofficers, contract to sell or otherwise dispose ofdirectors and founders, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after and the effective date of such registration statement. By making payment upon exercise of this option, terms and conditions under which the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Securities are being acquired.

Representations. The Optionee represents(a) You represent and warrant to the Company that, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall the Option, you will be acquired acquiring the Option Shares for your own account for the Optionee's account for purpose of investment only, and not with a view to, to or for sale in connection with, with any distribution thereof, and you understand that (i) neither the Option nor the Option Shares have been registered with the Securities and Exchange Commission by reason of their issuance in a transaction exempt from the shares in violation registration requirements of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. and (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as Option Shares must be held indefinitely by you unless a subsequent disposition thereof is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption is exempt from registration is then available; such registration. The stock certificates for any Option Shares issued to you will bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. (Cb) in any eventYou further represent and warrant that you understand the Federal, an exemption from registration under Rule 144 or otherwise under state and local income tax consequences of the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for granting of the Common StockOption to you, adequate information concerning the Company is then available acquisition of rights to exercise the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission Option with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to Option Shares, the exercise of this option under the Securities Act. (v) The Optionee agrees thatOption and purchase of Option Shares, if and the subsequent sale or other disposition of any Option Shares. In addition, you understand that the Company offers will be required to withhold Federal, state or local taxes in respect of any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased compensation income realized by you upon exercise of this option for a period the Option granted hereunder. To the extent that the Company is required to withhold any such taxes, you hereby agree that the Company may deduct from any payments of 90 days after any kind otherwise due to you an amount equal to the effective date total Federal, state and local taxes required to be so withheld, or if such payments are inadequate to satisfy such Federal, state and local taxes, or if no such payments are due or to become due to you, then you agree to provide the Company with cash funds or make other arrangements satisfactory to the Company regarding such payment. It is understood that all matters with respect to the total amount of taxes to be withheld in respect of any such registration statement. By making payment upon exercise of this option, the Optionee compensation income shall be deemed to have reaffirmed, as determined by the Board of the date of such payment, the representations made Directors in this Section 12its sole discretion.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) I am aware of the Company’s business affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (f) I understand that any Shares purchased hereunder shall be subject to the Stockholders’ Agreement of the Company dated as of February 2, 2006, as it may be amended from time to time (“Stockholders’ Agreement”), a copy of which has been provided to me, and that it is a condition to the exercise of this option under my Option that I execute the Securities Actattached signature page of the Stockholders’ Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Stockholders’ Agreement prior to exercising the Option. (vg) The Optionee agrees thatI understand that the certificate representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY’S STOCK OPTION PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF FEBRUARY 2, 2006, AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF INDALEX HOLDINGS FINANCE, INC., AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (h) I have consulted my own tax advisors in connection with my exercise of this Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent tax advice. (i) I am presently an employee of the Company. Submitted by the Optionholder: Date: By: Print Name: Address: Social Security No. Received and Accepted by the Company: Indalex Holdings Finance, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.Inc. By: Print Name: Title:

Representations. The Optionee Grantee represents, warrants and covenants that: (i1) Any shares purchased upon exercise of this option Option shall be acquired for the OptioneeGrantee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act, and that he will not distribute the same in violation of any state or federal law or regulation. (ii2) The Optionee Grantee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company Corporation such information as is necessary to permit the Optionee Grantee to evaluate the merits and risks of his or her investment in the CompanyCorporation. (iii3) The Optionee Grantee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option Option for an indefinite period. (iv4) The Optionee Grantee understands that (A) the shares acquired pursuant to the exercise of this option Option will not be registered under the Securities Act or under the securities laws of any state and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act Act, and such registration or qualification as may be necessary under the securities laws of any state, or an exemption from registration is then available; (C) in any event, an the exemption from registration under Rule 144 or otherwise under the Securities Act will not be available for at least two years one (1) year from date of exercise and even then will not be available unless a public market then exists for the Common Stockcommon stock of the Corporation, adequate information concerning the Company Corporation is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now as of the date of this Agreement no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company Corporation and the Company neither the Grantor nor the Corporation has no any obligation or current intention to register any shares acquired pursuant to the exercise of this option Option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this optionOption, the Optionee Grantee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 126.9.

Representations. The Optionee represents, warrants (a) Each Company makes the following representations and covenants thatwarranties to the Security Agent for its own benefit and as security trustee for the benefit of the Secured Parties and acknowledges that the Security Agent and Secured Parties have relied upon those representations and covenants: (i) Any each Company is a duly organised and validly existing private company limited by shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act.laws of England with the corporate power to enter into this Debenture; (ii) The Optionee this Debenture has had been duly authorised by all necessary corporate action on the part of each Company and constitutes a legal and valid agreement binding on each Company, enforceable against each Company in accordance with its terms (except, in any case, as such opportunity as he enforceability may be limited by bankruptcy, insolvency, reorganisation, or she has deemed adequate similar laws affecting creditors’ rights generally and subject to obtain from representatives general principles of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company.equity); (iii) The Optionee all of the tangible Charged Property (i) is able located at the places specified in Schedule 3 (Locations of Charged Property) or any amendment thereto (except with respect to bear goods in transit or with respect to Tangible Moveable Property out for repair), and (ii) is, or when any Company acquires any right, title or interest therein, will be, the economic risk sole property of holding such shares acquired pursuant to the exercise Company, free and clear of this option for an indefinite period.all Liens, except Permitted Liens; (iv) The Optionee understands that the Shares are duly authorised, validly issued and fully paid, represent the whole of the issued share capital of the Canada Goose Services Limited (Acompany number 09601223) and are not subject to any option to purchase or similar rights and the constitutional documents of the company in respect of which the Shares are issued do not and could not restrict or inhibit (whether absolutely, partly, under a discretionary power or otherwise) the shares acquired transfer of the Shares pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock enforcement of the Company and the Company has no obligation security by or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act.Debenture; and (v) the security interest created herein constitutes, under English law, (i) a legal and valid security interest in all of the Charged Property securing the payment and performance of the Secured Obligations, (ii) subject to the making of all necessary registrations of this Debenture, a perfected security interest in all of the Charged Property (to the extent perfection in the Charged Property can be accomplished by such registration) and (iii) subject to the obtaining of control, a perfected security interest in all of the Charged Property (to the extent perfection in the Charged Property can be accomplished by control). The Optionee agrees that, if the Company offers security interest created herein is and shall be prior to any other Lien on any of its Common Stock for sale pursuant the Charged Property, subject only to a registration statement under Permitted Liens. (vi) The representations made by the Securities Act, Companies in this Clause 12 (Representations) are made by the Optionee will not, without Companies on the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise date of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be Debenture and deemed to have reaffirmed, be made by the Companies by reference to the facts and circumstances then existing as of the date of such paymenteach Credit Event in accordance with, and subject to the representations made exceptions set forth in this Section 12the Credit Agreement.

Representations. (a) The Optionee represents, Manager hereby warrants and covenants that:represents to the Adviser that (a) it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Portfolio, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect; (b) it is not prohibited by the 1940 Act or other applicable laws and regulations from performing the services contemplated by this Agreement; (c) it will immediately notify the Adviser of the occurrence of any event that would disqualify it from serving in its designated capacities with respect to the Portfolio; and (d) this Agreement has been duly and validly authorized, executed and delivered on behalf of the Manager and is a valid and binding agreement of the Manager enforceable in accordance with its terms; (ib) Any shares purchased upon exercise of this option shall The Adviser hereby warrants and represents to the Manager that (a) it is registered as an investment adviser under the Advisers Act; (b) it has obtained all applicable licenses, permits, registrations and approvals that may be acquired for required in order to serve in its designated capacities with respect to the Optionee's account for investment onlyPortfolio, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect; (c) it is not prohibited by the 1940 Act or other applicable laws and regulations from performing the services contemplated by this Agreement; (d) it will immediately notify the Manager of the occurrence of any event that would disqualify it from serving in its designated capacities with respect to the Portfolio; and (e) this Agreement has been duly and validly authorized, executed and delivered on behalf of the Adviser and is a valid and binding agreement of the Adviser enforceable in accordance with its terms; (c) The Adviser hereby warrants and represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a view to, or for sale in connection with, any distribution copy of such code of ethics. Within forty-five days of the shares end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief operating officer or a vice-president of the Adviser shall certify to the Manager that the Adviser’s code of ethics has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Securities Act Adviser’s code of 1933 (ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. In the "Securities Act")event a material violation of the Adviser’s code of ethics has occurred, or any rule or regulation under upon request, the Securities ActAdviser shall provide the Manager with appropriate documentation as to the nature of the violation and steps taken to remedy such breach. (iid) The Optionee Adviser hereby warrants and represents that it has had such opportunity as he or she has deemed adequate to obtain from representatives of provided the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company Trust and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any Manager with a copy of its Common Stock for sale pursuant to a registration statement under the Securities ActForm ADV Part II, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, which as of the date of this Agreement is its Form ADV Part II as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Adviser’s Form ADV Part II to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act; (e) The Adviser agrees that it will notify the Trust and the Manager of any assignment (within the meaning of the Investment Company Act) of this Agreement or change of control (within the meaning of the Investment Company Act) of the Adviser, as applicable, in each case prior to or promptly after, such paymentchange. In the event of any such assignment or change of control, the representations made parties agree that the Adviser will bear reasonable expenses of the Trust, if any, arising out of such assignment or change of control as is mutually agreeable between the parties; (f) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage; and (g) The Adviser agrees that neither it, nor any of its affiliates, will knowingly in this Section 12any way refer directly or indirectly to its relationship with the Trust, the Portfolios, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolios in its composite performance.

Representations. The Optionee represents, Each of the Parties hereby represents and warrants and covenants thatto each other Party: (ia) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale that such Party is an “Accredited Investor” as defined in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "“Securities Act"”), and is acquiring its shares of Class A Common Stock or PE Units, as applicable, for its own account for investment, and not with a view to any rule distribution, resale, subdivision or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives fractionalization thereof in violation of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 other applicable domestic or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the publicforeign securities law, and other such Party does not have any present plan to enter into any contract, undertaking, agreement or arrangement for any such distribution, resale, subdivision or fractionalization, except as described in the Registration Statement. Such Party has had an opportunity to discuss PubCo’s and Parsley LLC’s business, management, financial affairs and the terms and conditions of Rule 144 are complied with; this Agreement with PubCo’s and (D) there is now no registration statement Parsley LLC’s management. Such Party acknowledges and agrees that PubCo or Parsley LLC, as applicable, shall place a legend in substantially the following form on file with certificates or by notation on book-entry positions representing the Securities and Exchange Commission shares of Class A Common Stock or PE Units, as applicable, other than with respect to any stock shares of Class A Common Stock that are contemplated to be sold under the Registration Statement: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER APPLICABLE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” (b) that the execution, delivery and performance by such Party of this Agreement, and the consummation of the Company transactions contemplated hereby, do not and will not (i) conflict with or violate the Company has no certificate of incorporation, bylaws, certificate of formation, operating agreement or similar organizational document of such Party, as in effect on the date hereof (ii) conflict with or violate any law applicable to such Party, or (iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any person or otherwise adversely affect any rights of such Party under or pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or current intention other contract to register which such Party is a party or by which such Party or its assets may be bound or affected; (c) that such Party owns all interests contributed hereby free and clear of all liens, encumbrances, security interests, equities, charges or claims; (d) that such Party reviewed with, or has had opportunity to consult with, their own independent legal and tax advisors regarding the transactions contemplated hereby, including the U.S. federal, state, local, foreign and other tax consequences of the transactions contemplated hereby and hereby acknowledges that neither PubCo or Parsley LLC nor their advisors (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P) has provided to such Party any shares acquired pursuant such legal or tax advice regarding the transactions contemplated hereby; and (e) that Parsley LLC and PubCo are making no representation or warranty as to the exercise of this option under U.S. federal, state, local, foreign or other tax consequences to the Securities Act. (v) The Optionee agrees thatExisting Members, if the Company offers any of its Common Stock for sale pursuant to NGP or PEEH as a registration statement under the Securities Act, the Optionee will not, without the prior written consent result of the Companytransactions contemplated by this Agreement. The Existing Members, offer, sell, contract to sell NGP and PEEH understand that each of them (and not Parsley LLC or otherwise dispose of, directly or indirectly (PubCo) will be responsible for such person’s own tax liability that may arise as a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as result of the date of such payment, the representations made in this Section 12transactions contemplated hereby.

Representations. The Optionee represents, warrants and covenants --------------- that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 180 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1215.

Representations. The Optionee Employee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the OptioneeEmployee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act. (ii) The Optionee Employee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee Employee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Employee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee Employee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee Employee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee Employee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 days ninety (90) days, or such longer period as the Company may reasonably require, after the effective date of such registration statement. (vi) The Employee's principal residence is at the address set forth below on the signature page. The Employee shall promptly notify the Company of any change in the Employee's principal residence. By making payment upon any exercise of this option, in whole or in part, the Optionee Employee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1213.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended. (b) I am aware of the Company’s and its Subsidiaries’ business affairs and financial condition and have acquired sufficient information about the Company and its Subsidiaries to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register any shares acquired pursuant or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Agreement are incorporated herein by reference. (f) I have consulted my own tax advisors in connection with my exercise of this option under the Securities Act. (v) The Optionee agrees that, if Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under tax advice. Submitted by the Securities Act, the Optionee will not, without the prior written consent of Optionholder: Date: By: Print Name: Address: Social Security No. Received and Accepted by the Company: RAFAELLE APPAREL GROUP, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statementINC. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.By: Print Name: Title:

Representations. The Optionee representsIn the event Grantee exercises the Option prior to an initial public offering by the Company or counsel to the Company otherwise determines that such representations and legends are required by law in connection with the exercise of the Option, warrants and covenants thatGrantee hereby represents to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for Grantee is acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. Grantee acknowledges that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) Grantee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) Grantee understands that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, he or she must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. Grantee acknowledges that the Company has no obligation or current intention to register or qualify the Shares for resale. Grantee further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of Grantee’s control, and which the Company is under no obligation to and may not be able to satisfy. (d) Grantee understands that there is no public market for the Shares, that no market may ever develop for them and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired other federal, state or other governmental agency. (e) Grantee understands that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the applicable Award Agreement pursuant to which the Option has been granted are incorporated herein by reference. (f) Grantee understands that the certificate (if any) representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SHARES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE STOCK OPTION AWARD AGREEMENT, DATED BETWEEN AND TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. SUCH REPURCHASE RIGHT IS BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” (g) Grantee has consulted his or her own tax advisors in connection with the exercise of this option under Option and is not relying upon the Securities ActCompany for any tax advice. (vh) The Optionee agrees that, if Grantee is presently an employee of the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of was an employee within 90 days after the effective date of such registration statement. By making payment upon prior to exercise of this option, the Optionee shall be deemed (one year if Grantee is no longer an employee due to have reaffirmed, as of the date of such payment, the representations made in this Section 12death or Disability).

Representations. The Optionee undersigned understands: that he is subscribing for the Units without being furnished any offering literature or prospectus; that this transaction has not been approved or disapproved by the Securities and Exchange Commission or any administrative agency charged with the administration of the securities laws of any state; and that all documents, records and books pertaining to this investment have been made available upon reasonable notice for inspection by him or his purchaser representative, counsel, accountant or business advisor. The undersigned hereby represents, warrants and covenants thatconfirms as follows: (a) all transactions and discussions related to this investment have taken place in the State of New York; (b) the undersigned understands that (i) Any the Shares, the Warrants and shares purchased of Common Stock purchasable upon exercise of this option shall be acquired for the Optionee's account for Warrants (collectively, the “Securities”) represent a speculative investment onlywhich involve a high degree of risk of loss by the undersigned of his investment therein, and not with a view to, or for sale in connection with, any distribution of (ii) there are substantial restrictions on the shares in violation transferability of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee no public market for the Securities may develop or, if developed, will continue and, accordingly, it may not be possible to liquidate this investment in case of emergency or to use the Securities as collateral for a loan; (c) the undersigned (i) is able to bear the economic risk of holding such shares acquired pursuant to the exercise risks of this option investment, (ii) is able to hold this investment for an indefinite period. period of time, (iii) is presently able to afford a complete loss of this investment and (iv) The Optionee has no need for liquidity in this investment; (d) the undersigned has, or the undersigned and his purchaser representative together have, such knowledge and experience in financial and business matters that he is, or he and his purchaser representative together are, capable of evaluating the merits and risks of this investment and of making an informed investment decision; (e) the undersigned confirms that, in making his decision to subscribe for the Purchased Securities, he has relied solely upon independent investigations made by him or his purchaser representative, if any, and that he and such purchaser representative have been given the opportunity to ask questions of, and to receive answers from, the Company concerning the proposed business, the financial condition, the operating history and the management of the Company and the risks of this investment (to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense); (f) the Securities will be acquired by him in good faith solely for his own account for investment purposes only and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; (g) the undersigned has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person any of the Securities or any part thereof and has no present plans to enter into any such contract, undertaking, agreement or arrangement; (h) the undersigned understands that (A) the shares acquired pursuant to legal consequences of the exercise representations and warranties set forth herein are that he must bear the economic risks of this option will investment for an indefinite period of time because the Securities have not be been registered under the Securities Act and are "restricted securities" within of 1933, as amended (the meaning “Act”), or the securities law of Rule 144 under the Securities Act; (B) such shares any state and, therefore, cannot be sold, transferred or otherwise disposed of sold unless they are subsequently so registered under (which the Securities Act Company may not be obligated to do) or an exemption from such registration is then available; (i) the undersigned understands that no federal or state agency has passed on or made any recommendation or endorsement of the Securities and that the Company is relying on the truth and accuracy of the representations, declarations and warranties made herein by the undersigned in offering the Securities for sale to him without having first registered the Securities under the Act and any applicable state securities laws; (j) the undersigned consents to the placement of a legend on any certificate evidencing the Securities, which legend may be in the following or any equivalent form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION THEREUNDER. THE SALE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED HEREBY IS RESTRICTED THEREUNDER AND, IN ANY EVENT, IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION THEREUNDER. BY ACQUIRING THE SECURITIES REPRESENTED HEREBY, THE UNDERSIGNED REPRESENTED THAT HE HAS ACQUIRED SUCH SECURITIES FOR INVESTMENT PURPOSES ONLY, AND THE UNDERSIGNED AGREED THAT HE WOULD NOT SELL OR OTHERWISE DISPOSE OF SUCH SECURITIES WITHOUT REGISTRATION OR OTHER COMPLIANCE THEREWITH.” ; and (Ck) the undersigned is (i) an “accredited investor” as defined in any eventRule 501(a) under the Act, an exemption from registration under Rule 144 or otherwise (ii) is not, and is not required to be, registered as a broker-dealer under the Securities Exchange Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stockof 1934, adequate information concerning the Company is then available to the publicas amended, and other terms (iii) not purchasing the Units as a result of any general solicitation or general advertisement. The foregoing representations, warranties and conditions of Rule 144 undertakings are complied with; and (D) there is now no registration statement on file made by the undersigned with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of intent that they be relied upon in determining his suitability as an investor in the Company, offerand the undersigned hereby agrees that such representations, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after warranties and undertakings shall survive the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as purchase of the date of such payment, the representations made in this Section 12Securities.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she the Optionee has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her the Optionee's investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning concerning, the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 days ninety (90) days, or such longer period as the Company may reasonably require, after the effective date of such registration statement. (vi) The Optionee's principal residence is at the address set forth below on the signature page. The Optionee shall promptly notify the Company of any change in the Optionee's principal address. By making payment upon any exercise of this option, in whole or in part, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents(a) It is acquiring the Securities for its own account, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account not as nominee or agent, for investment only, and not with a view to, or for sale resale in connection with, any distribution or public offering thereof within the meaning of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (iib) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives It understands that (i) the Securities have not been registered under the 1933 Act by reason of the Company such information as is necessary to permit the Optionee to evaluate the merits a specific exemption therefrom, that they must be held by it indefinitely, and risks of his or her investment in the Company. (iii) The Optionee is able to that it must, therefore, bear the economic risk of holding such shares acquired investment indefinitely, unless a subsequent disposition thereof is registered under the 1933 Act or is exempt from such registration; (ii) the Debentures, the Shares, the Loan Facility, the Debenture Warrants, and each certificate representing the Underlying Common Stock will be endorsed with the following legend: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS PURSUANT TO SEC RULE 144 OR RULE 144A OR THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT." and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares, the Loan Facility, the Debentures, the Debenture Warrants or the Underlying Common Stock unless the conditions specified in the foregoing legend are satisfied; provided, however, that no such opinion of counsel shall be necessary if the sale, transfer or assignment is made pursuant to SEC Rule 144 or Rule 144A and Purchaser provides the exercise Company with evidence reasonably satisfactory to the Company and its counsel that the proposed transaction satisfies the requirements of this option for an indefinite periodRule 144 or Rule 144A. The Company agrees to remove the foregoing legend from any securities if the requirements of SEC Rule 144(k) (or any successor rule or regulation) apply with respect to such securities and the Company and its counsel are provided with reasonably satisfactory evidence that the requirements of Rule 144(k) apply. (ivc) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will It has not be registered under been offered the Securities Act and are by any form of advertisement, articles, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio. (d) It is an "restricted securitiesaccredited investor" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed 501 of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock Regulation D of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities 1933 Act. (ve) The Optionee agrees that, if It was not formed for the Company offers any specific purpose of its Common Stock for sale pursuant to a registration statement under acquiring the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12offered hereunder.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) I am aware of the Company’s business affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (f) I understand that any Shares purchased hereunder shall be subject to the Stockholders’ Agreement of the Company dated as of December 8, 2005, as it may be amended from time to time (“Stockholders’ Agreement”), a copy of which has been provided to me, and that it is a condition to the exercise of this option under my Option that I execute the Securities Actattached signature page of the Stockholders’ Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Stockholders’ Agreement prior to exercising the Option. (vg) The Optionee agrees thatI understand that the certificate representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY’S STOCK OPTION PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF DECEMBER 8, 2005, AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF CPG FINANCE, INC., AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (h) I have consulted my own tax advisors in connection with my exercise of this Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent tax advice. (i) I am presently an employee of the Company, offeror my employment has been terminated involuntarily or due to death or Disability (as defined in the Plan) within the past 30 days. Submitted by the Optionholder: Date: By: Print Name: Address: Social Security No. Received and Accepted by the Company: CPG Finance, sellInc. By: Print Name: Title: Note: If options are being exercised on behalf of a deceased Plan participant, contract to sell or otherwise dispose of, directly or indirectly (then this Notice must be signed by such participant’s personal representative and must be accompanied by a "Disposition"), any shares purchased upon exercise of certificate issued by an appropriate authority evidencing that the individual signing this option for a period of 90 days after Notice has been duly appointed and is currently serving as the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12participant’s personal representative under applicable local law governing decedents’ estates.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1213.

Representations. The Optionee represents, warrants warrants, covenants and covenants agrees that: (i) Any shares purchased upon exercise of this option shall be The Option has been, and any Exercise Shares will be, acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution thereof. The Optionee agrees that the Optionee will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of all or any part of the shares Option or any Exercise Shares (or solicit offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Option or any Exercise Shares), except in violation of compliance with the Securities Act of 1933 (the "Securities Act")) and any applicable rules and regulations thereunder, or any rule or regulation under the Securities Actand in compliance with applicable state securities laws. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares Shares acquired pursuant to the exercise of this option the Option for an indefinite period. (iv) The Optionee understands that (A) the shares Exercise Shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an the exemption from registration under Rule 144 or otherwise under the Securities Act will not be available for at least two years one year after issuance of the Exercise Shares, and even then will not be available unless a public market then exists for the Common StockShares, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option Exercise Shares under the Securities Act. (v) The Optionee agrees that, if the Company offers In respect of any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares Option Shares purchased upon exercise of this option for a period all or any part of 90 days after the effective date of such registration statementOption, the Optionee shall be entitled to the rights and subject to the obligations created under the Stockholders Agreement to the extent set forth therein. By making payment upon exercise of this optionthe Exercise Price, the Optionee shall be deemed to have remade and reaffirmed, as of the date Exercise Date, all of such paymentthe representations, the representations warranties, covenants and agreements made in this Section 128.

Representations. The Optionee Company hereby represents, warrants and covenants that:to RCP as follows; a. There are Six Billion (i6,000,000,000) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Common Stock of the Company such information as is necessary authorized, of which approximately One Hundred Fifty One Million Five Hundred Sixty Thousand Eight Hundred Forty (151,560,840) Shares of Common Stock are issued and; and approximately Five Billion Eight Hundred Forty Eight Million Four Hundred Thirty Nine Thousand One Hundred Sixty (5,848,439,160) Shares of Common Stock are available for issuance pursuant hereto; b. The shares of Common Stock to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired be issued pursuant to the exercise Order are duly authorized, and when issued will be duly and validly issued, fully paid mid non-assessable, free and clear of this option all liens, encumbrances and preemptive and similar rights to subscribe for an indefinite period.or purchase securities; (iv) c. The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered exempt from registration under the Securities Act and issuable without any restrictive legend; d. The Company shall reserve from its duly authorized capital stock a number of shares of Common Stock at least equal to the greater of the number of shares that could be issued pursuant to the terms of the Order and that Company shall reserve at its transfer agent, at a minimum, Four Hundred Million (400,000,000) shares during the Valuation Period in order to ensure that it can properly carry out the terms of this agreement, which may only be released to Company once all of the Settlement Shares and settlement fee shares have been delivered and converted pursuant to this agreement and Company’s obligations are "restricted otherwise fully satisfied or there has otherwise been a default pursuant to the terms of this agreement; e. If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order, Company shall promptly increase its authorized shares to ensure its ability to timely comply with the Order; f. The execution of this Agreement and performance of the Order by Company and RCP will not (l) conflict with, violate or cause a breach or default under any agreements between Company and any creditor ( or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not already been obtained; g. Without limitation, the Company hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; h. The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; i. The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed and delivered by Company; j. Company did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company’s common stock or other securities" ; k. There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims. There is no action based on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal proceeding; l. There are no taxes due, payable or withholdable as an incident of Seller’s provision of goods and services, and no taxes will be due, payable or withholdable as a result of settlement of the Claims; m. Seller was not and within the past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated under the Act; n. Company is operational and is a non-shell company within the meaning of Rule 144 under 405 and all applicable Securities Rules and Registration pertaining thereto; o. Company represents that Seller is not, directly or indirectly, utilizing any of the Securities Act; (B) such shares cannot be sold, transferred proceeds received from RCP for selling the Claims to provide any consideration to or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) invest in any eventmanner in the Company or any affiliate of the Company; p. Company has not received any notice ( oral or written) from the SEC or Principal Market regarding a halt, an exemption from registration under Rule 144 limitation or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for suspension of trading in the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act.and (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee q. Seller will not, without directly or indirectly, receive any consideration from or be compensated in any manner by, the prior written consent Company, or any affiliate of the Company, offer, sell, contract to sell in exchange for or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise in consideration of this option for a period of 90 days after selling the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as Claims; r. Company represents that none of the date services provided or to he provided which gave rise to the Claims were or are services related to promoting the Company’s Securities or that may be considered investor relations services; s. Company represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that the invoices or written contract(s)/promissory notes underlying each Claim are accurate representations of the nature of the debt and the amounts owed by the Company to Seller and that the goods or services which are the subject of the Claims being purchased have been received or rendered; t. Company acknowledges that RCP or its affiliates may from time to time, hold outstanding securities of the Company which may be convertible in shares of the Company’s common stock at a floating conversion rate tied to the current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company’s executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such payment, transaction is in the representations made best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares along with settlement fee shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. The Board of Directors of the Company has further given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that same may occur below the par value of the Company’s Common Stock if applicable. u. None of the transactions agreements or proceedings described above is part of a plan or scheme to evade the registration requirements of the Securities Act and HMPQ and RCP are acting and has acted in this Section 12an arms length capacity.

Representations. (a) The Optionee representshereby represents and warrants that, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall the Option, the Optionee will be acquired for the Optionee's account acquiring Shares for investment only, solely for his own account and not with a view to, or for sale resale in connection with, the distribution or other disposition thereof. The Optionee agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any distribution Shares, or solicit any offers to purchase or otherwise acquire or take a pledge of any Shares, unless (i) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with (A) the provisions of the shares in violation of Plan and this Agreement and (B) the Securities Act or an exemption therefrom and (ii) the Optionee shall have furnished the Company with an opinion of 1933 counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no registration under the Securities Act is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws. (b) The Optionee acknowledges and represents that he has been advised by the "Securities Act"), or any rule or regulation Company that (i) the offer and sale of the Shares have not been registered under the Securities Act. ; (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit Shares must be held indefinitely and the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able must continue to bear the economic risk of holding the investment in the Shares unless the offer and sale of such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be Shares is subsequently registered under the Securities Act and are "restricted securities" within all applicable state securities laws or an exemption from such registration is available; (iii) there is no established market for the meaning of Shares and there may not be any public market for the Shares in the foreseeable future; (iv) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any securities of the Company, and the Company has made no covenant to make such Rule available; (v) when and if the Shares may be disposed of without registration under the Securities Act in reliance on Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule; (vi) if the Rule 144 exemption is not available, public offer or sale without registration will require the availability of an exemption under the Securities Act; (Bvii) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available restrictive legend with respect to the publicforegoing shall be placed on the certificates representing the Shares, and other terms and conditions as well as a restrictive legend to the effect of Rule 144 are complied withSection 14(a) above; and (Dviii) there is now no registration statement a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on file with transfer and appropriate stop-transfer instructions will be issued to the Securities and Exchange Commission Company’s transfer agent with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActShares. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. 4.1 The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise offer of this option shall be acquired for Agreement by the Optionee's account for investment only, and Borrower was not with a view to, made to the Lender or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from its representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear United States and, at the economic risk of holding such shares acquired pursuant time the Lender's buy order was made to the exercise of this option for an indefinite period.Lender, the Lender and its representatives were outside the United States; (iv4.2 The Lender is not a U.S. Person, as defined in Rule 902(k) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (Dl) there is now no registration statement on file with (copies attached) of Regulation S as promulgated by the U.S. Securities and Exchange Commission with respect ("SEC"); 4.3 The Lender is not and will not be purchasing the Note or any Shares for the account or benefit of any U.S. Person; 4.4 The activities of the Lender contemplated hereunder are not part of any scheme to avoid the registration requirements of the U.S. Securities Act; 4.5 The Lender has no intention to distribute, and shall not transfer, either directly or indirectly, any interest in this Agreement, the Note or the Shares to any stock of person within the Company and the Company has no obligation United States or current intention to register any shares acquired U.S. persons except pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a an effective registration statement under the U.S. Securities Act, or an exemption therefrom; 4.6 The Lender agrees that any resale of any interest in this Agreement, the Optionee Note and any Shares will notbe made only in accordance with the provisions of SEC Regulation S, without pursuant to registration under the prior written consent of U.S. Securities Act and applicable state securities laws, or pursuant to an available exemption from such registration, and agrees not to engage in hedging transactions with regard to the CompanyBorrower's securities unless incompliance with the U.S. Securities Act; 4.7 all certificates evidencing the Lender's interests in the Note and underlying Shares shall bear the following legend, offerto which this Agreement is also subject: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS, sellAND THE TRANSFER THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, contract PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT"; 4.8 All certificates evidencing the Lender's Note shall also bear the following legend: "THIS NOTE AND ANY SHARES TO BE ISSUED UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE ACT, AND THIS NOTE MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. EACH PERSON EXERCISING THIS NOTE WILL BE REQUIRED TO GIVE: (A) WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON AND THE NOTE IS NOT BEING EXERCISED ON BEHALF OF A U.S. PERSON; OR (B) A WRITTEN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE NOTE AND THE SECURITIES DELIVERED UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE ACT OR ARE EXEMPT FROM REGISTRATION THEREUNDER." 4.9 The Lender and the Borrower hereby agree that the Borrower shall not be bound by, and shall refuse to sell or otherwise dispose of, directly or indirectly (a "Disposition")register, any shares purchased upon exercise transfer of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this optionAgreement, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations Note and any Shares not made in this Section 12accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act and applicable state securities laws, or pursuant to an available exemption from such registration.

Representations. The Optionee representsExecutive represents and warrants to and agrees with the Company as follows, warrants and covenants thatwith respect to the Shares: (i) Any shares purchased upon exercise Executive is acquiring the Shares for his own account, for investment purposes only. (ii) Executive understands that an investment in the Shares involves a high degree of risk, and Executive has the financial ability to bear the economic risk of this option shall be acquired investment in the Shares, including a complete loss of such investment. Executive has adequate means for providing for his current financial needs and has no need for liquidity with respect to this investment. (iii) Executive has such knowledge and experience in financial and business matters that he is capable of evaluating the Optionee's account for merits and risks of an investment only, in the Shares and in protecting his own interest in connection with this transaction. (iv) Executive understands that the Shares have not with a view tobeen registered under the Securities Act, or for sale in connection with, under any distribution of state securities laws. Executive is familiar with the shares in violation provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer of 1933 the Shares may result in Executive being required to hold the Shares for an indefinite period of time. (the v) Executive is an "Securities Act"), or any rule or regulation accredited investor" as such term is defined in Regulation D under the Securities Act. (iivi) The Optionee has had such opportunity as he or she has deemed adequate Executive agrees not to obtain from representatives Transfer any of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired Shares except pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered effective registration statement under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless registration. As a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect further condition to any stock of such Transfer, except in the Company and the Company has no obligation or current intention to register any shares acquired event that such Transfer is made pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a an effective registration statement under the Securities Act, if in the Optionee will notreasonable opinion of counsel to the Company, without any Transfer of the prior written consent Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish the Company with an investment letter setting forth such information and agreements as may be reasonably requested by the Company to ensure compliance by such transferee with the Securities Act. (vii) Executive has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company. Executive has had access to such financial and other information as is necessary in order for Executive to make a fully informed decision as to investment in the Company, offer, sell, contract and has had the opportunity to sell or otherwise dispose of, directly or indirectly (a "Disposition"), obtain any shares purchased upon exercise of this option for a period of 90 days after the effective date additional information necessary to verify any of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed information to have reaffirmed, as of the date of such payment, the representations made in this Section 12which Executive has had access.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) I am aware of the Company’s business affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (f) I understand that any Shares purchased hereunder shall be subject to the Stockholders’ Agreement of the Company dated as of , as it may be amended from time to time (“Stockholders’ Agreement”), a copy of which has been provided to me, and that it is a condition to the exercise of this option under my Option that I execute the Securities Actattached signature page of the Stockholders’ Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Stockholders’ Agreement prior to exercising the Option. (vg) The Optionee agrees thatI understand that the certificate representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY’S STOCK OPTION PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF , AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF MATTRESS HOLDING CORP., AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (h) I have consulted my own tax advisors in connection with my exercise of this Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent tax advice. (i) I am presently an employee of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after . [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Submitted by the effective date of such registration statementOptionholder: Date: By: Print Name: Address: Social Security No. By making payment upon exercise of this option, Received and Accepted by the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.Company: Mattress Holding Corp. By: Print Name: Title:

Representations. (a) The Optionee representsAssignee represents and warrants as follows: the Assignee hereby acknowledges that an investment in the Class B Ordinary Shares involves certain significant risks. The Assignee acknowledges and hereby agrees that the Class B Ordinary Shares will not be transferable under any circumstances unless the Class B Ordinary Shares are registered in accordance with federal and state securities laws or an exemption under such laws is available. The Assignee further acknowledges and hereby agrees that the Class B Ordinary Shares are subject to transfer restrictions and forfeiture provisions as set forth in the Subscription Agreement and the Letter Agreement to be entered into among the Company, warrants the Assignee and covenants that: the other individual parties thereto, and the lock-up provisions therein. The Assignee further understands that any certificates evidencing the Class B Ordinary Shares will bear a legend (ias provided in the Subscription Agreement) Any shares purchased upon exercise of this option shall be acquired referring to the foregoing transfer restrictions. The Class B Ordinary Shares are being assigned solely for the Optionee's account Assignee’s own account, for investment purposes only, and are not being assigned with a view to, to or for sale in connection withthe resale, distribution, subdivision or fractionalization thereof; and the Assignee has no present plans to enter into any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act")contract, undertaking, agreement or any rule arrangement for such resale, distribution, subdivision or regulation under the Securities Act. (ii) fractionalization. The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Assignee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option its investment for an indefinite period. period of time. The Assignee has been given the opportunity to (ivi) ask questions of and receive answers from the Assignor and the Company concerning the terms and conditions of the Class B Ordinary Shares, and the business and financial condition of the Company, and (ii) obtain any additional information that the Assignor possesses or can acquire without unreasonable effort or expense that is necessary to assist the Assignee in evaluating the advisability of the receipt of the Class B Ordinary Shares and an investment in the Company. The Optionee understands that (A) the shares acquired pursuant Assignee is not relying on any oral representation made by any person as to the exercise of this option will not be registered Company or its operations, financial condition or prospects. The Assignee is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). (b) The Assignor represents and are "restricted securities" warrants that he has not engaged in any general solicitation or general advertising within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered 502 under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock the offer and sale of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActClass B Ordinary Shares. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents(a) You represent to us as follows, warrants and covenants thatagree to abide by all of the rules and regulations of the NASD, including, without limitation, the following provisions of its Rules except as otherwise permitted by the NASD as set forth in writing, a copy of which shall be provided to you by us: (i) Any shares purchased upon exercise you will not withhold placing customers' orders for any Creation Units of this option shall be acquired for the Optionee's account for investment only, and not WEBS so as to profit yourself as a result of such withholding; (ii) you are familiar with a view to, or for sale in connection with, any distribution of the shares in violation of Rule 15c2-8 under the Securities Exchange Act of 1933 1934, as amended (the "Securities 1934 Act"), or any rule or regulation under the Securities Act. (iiSection 4(3) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary 1933 Act, and Section 24(d) of the 1940 Act relating to permit the Optionee to evaluate the merits distribution and risks delivery of his or her investment in the Company.Prospectuses and agree that you will comply therewith; (iii) The Optionee is able you are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to bear make no sale within the economic risk United States, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply, as though you were a member of holding such shares acquired pursuant NASD, with the provisions of Sections 8, 24 and 36 of Article III of the Rules of the NASD and with Section 25 thereof as that Section applies to the exercise of this option for an indefinite perioda non-NASD member broker or dealer in a foreign country. (ivb) The Optionee understands You agree that your expulsion from the NASD will automatically terminate this Agreement. (Ac) You agree to comply with any rules of the shares acquired pursuant to American Stock Exchange, Inc. (the exercise "AMEX") or such other secondary market or markets as has or have been approved by an order of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists SEC for the Common Stock, adequate information concerning trading of WEBS. A copy of the Company is then available to the public, and other terms and conditions of Rule 144 the SEC order in accordance with which WEBS are complied with; offered are attached hereto as Annex I. (d) You hereby represent, covenant and (D) there is now no registration statement on file with the Securities and Exchange Commission warrant that with respect to purchase and sales of WEBS of any stock of WEBS Index Series, you are a DTC participant. Any change in the Company foregoing status shall terminate this Agreement and you shall give prompt written notice to the Distributor and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise Fund of this option under the Securities Actsuch change. (ve) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant We represent to you that we are a registration statement under the Securities Act, the Optionee will not, without the prior written consent member in good standing of the Company, offer, sell, contract NASD and agree to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as abide by all of the date of such payment, the representations made in this Section 12NASD's rules and regulations.

Representations. The Optionee Sub-Adviser represents, warrants and covenants agrees that: (a) The Sub-Adviser: (i) Any shares purchased upon exercise is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this option shall Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be acquired for met in order to perform the Optionee's account for services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment onlyadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The Sub-Adviser has adopted policies and procedures and a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, and not will provide the Adviser and the Trustees with a view tocopies of such policies and procedures and code of ethics, or for sale together with evidence of its adoption. In accordance with the requirements of Rule 17j-1, the Sub-Adviser shall certify to the Adviser that the Sub-Adviser has complied in connection with, any distribution all material respects with the requirements of Rule 17j-1 during the shares in previous year and that there has been no material violation of the Securities Act Sub-Advisers’s code of 1933 (ethics relating to the "Securities Act")services the Sub-Adviser performs under this Agreement or, or any rule or regulation under if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives written request of the Company such information as is necessary to permit Adviser, the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant Sub-Adviser shall provide to the exercise of this option for an indefinite period. (ivAdviser, its employees or its agents all information required by Rule 17j-1(c)(1) The Optionee understands that (A) the shares acquired pursuant relating to the exercise approval by the Fund’s Trustees of this option will not be registered under the Securities Act and are "restricted securities" within the meaning Sub-Adviser’s code of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available ethics relating to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with services the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of Sub-Adviser performs under this option under the Securities ActAgreement. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. (a) The Optionee represents, Subadviser represents and warrants and covenants to the Adviser that: (i) Any shares purchased upon exercise of It is either registered as an investment adviser under the Advisers Act (and will continue to be so registered for so long as this option shall be acquired for Agreement remains in effect) or exempt from registration under the Optionee's account for investment onlyAdvisers Act; (ii) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) It has met, and not with a view towill seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or for sale the applicable requirements of any self-regulatory agency, necessary to be met by the Subadviser in connection with, any distribution order to perform its services contemplated by this Agreement; and (iv) It will promptly notify the Adviser and the Trust of the shares in violation occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Securities 1940 Act of 1933 (the "Securities Act")or other applicable law, or any rule or regulation regulation. (b) The Adviser represents and warrants to the Subadviser that: (i) The Fund is a "qualified eligible person" as defined in paragraph (a)(3) of CFTC Rule 4.7, in that the Fund: (i) is a separate series of an investment company registered under the Securities Act1940 Act and (ii) owns securities (including pool participations) of issuers not affiliated with the Fund and other investments with an aggregate market value of at least $2,000,000. (ii) The Optionee has had such opportunity as he or she has deemed adequate Forum Funds II is not required to obtain from representatives be a member of the Company such information as NFA or to be registered with the CFTC in any capacity in reliance upon an exclusion from the definition of the term "commodity pool operator" under CFTC Rule 4.5 and it has filed a notice claiming this exemption with the NFA. The Adviser represents that is necessary to permit the Optionee to evaluate the merits currently exempt from CFTC registration requirements and risks NFA membership requirements and has filed all notices of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired eligibility and other requirements pursuant to CFTC Rule 4.14(a)(8). The Adviser agrees promptly to notify the exercise Subadviser should either of this option for an indefinite periodthese representations become untrue or inaccurate. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee Warrant Holder represents, warrants by accepting this Warrant, that it is an “accredited investor” as that term is defined in Rule 501 promulgated under the Securities Act and covenants that: (i) Any shares purchased understands that this Warrant and any securities issuable upon exercise of this option shall be acquired Warrant have not been registered for sale under Federal or state securities laws or “Blue Sky” laws and are being offered and sold to the Optionee's Warrant Holder pursuant to one or more exemptions from the registration requirements of such securities laws. The Warrant Holder further understands that the Shares have not been qualified under any state securities laws based on the belief that they have been issued in a transaction exempt from the qualification requirements of such securities laws, which exemption depends upon, among other things, Warrant Holder’s representations made herein. The Warrant Holder further represents to the Company that it is acquiring this Warrant and will acquire any securities issuable upon exercise of this Warrant for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares thereof in violation of the Securities Act of 1933 Act, and agrees that this Warrant and any such securities will not be sold or otherwise transferred unless (the "Securities Act"), or any rule or regulation i) a registration statement with respect to such transfer is effective under the Securities Act. Act and any applicable state securities laws or “Blue Sky” laws or (ii) The Optionee this Warrant or any such securities are (x) sold or otherwise transferred only to a transferee that (A) is a subsidiary, parent, partner, limited partner, retired partner or shareholder of such Warrant Holder or (B) is acquiring at least one hundred thousand (100,000) Shares (subject to appropriate adjustments for stock splits, stock dividends, combinations and other recapitalizations) and (y) the Warrant Holder has had such opportunity as he or she has deemed adequate delivered to obtain from representatives of the Company an Opinion of Counsel reasonably satisfactory to the Company, at Warrant Holder’s expense, that such information as sale or transfer is necessary made pursuant to permit one or more exemptions from the Optionee Securities Act pursuant to evaluate the merits and risks of his or her Section 2.3 below. The Warrant Holder recognizes that an investment in the Company. (iii) Warrants and the Shares issuable upon exercise thereof involves a high degree of risk, including a risk of total loss of the Warrant Holder’s investment. The Optionee Warrant Holder is able to bear the economic risk of holding such shares acquired pursuant to the Warrant and the Shares issuable upon exercise of this option thereof, for an indefinite period. (iv) The Optionee understands , has knowledge and experience in the financial and business matters such that (A) it is capable of evaluating the shares acquired pursuant risks of the investment in the Warrant and the Shares issuable upon exercise thereof, has been furnished ample opportunity to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate request information concerning regarding the Company is then available and has been afforded the opportunity to the public, ask questions of and receive answers from officers or other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock representatives of the Company and concerning the Company, and, assuming the Company has no obligation or current intention to register any shares acquired pursuant been responsive to the exercise of this option under Warrant Holder’s requests and questions, has received all the Securities Act. (v) The Optionee agrees that, if information it has requested from the Company offers any of and considers necessary or appropriate for deciding whether to purchase its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Warrant.

Representations. The Optionee represents, warrants and covenants --------------- that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 180 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1214.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's ’s account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 1933, as amended (the "“Securities Act"”), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years one-year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. (a) The Optionee represents, warrants undersigned is informed of the significance to the Company of the foregoing representations and covenants that:answers contained in this Questionnaire contained herein and such answers have been provided under the assumption that the Company will rely on them. (ib) Any shares purchased upon exercise of this option shall In furnishing the above information, the undersigned acknowledges that the Company will be acquired for relying thereon in determining, among other things, whether there are reasonable grounds to believe that the Optionee's account for investment only, and not with undersigned qualifies as a view to, or for sale in connection with, any distribution of the shares in violation Purchaser under Section 4(2) and/or Regulation D of the Securities Act of 1933 (and applicable state securities laws for the "Securities Act"), or any rule or regulation under purposes of the Securities Actproposed investment. (iic) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives undersigned understands and agrees that the Company may request further information of the Company such information as is necessary undersigned in verification or amplification of the undersigned’s knowledge of business affairs, the undersigned’s assets and the undersigned’s ability to permit bear the Optionee to evaluate the merits and risks of his or her economic risk involved in an investment in the securities of the Company. (iiid) The Optionee undersigned represents to you that (a) the information contained herein is able to bear complete and accurate on the economic risk date hereof and may be relied upon by you, (b) the undersigned will notify you immediately of holding any change in any such shares acquired pursuant information occurring prior to the exercise acceptance of the subscription and will promptly send you written confirmation of such change. The undersigned hereby certifies that he, she or it has read and understands the Subscription Agreement related hereto and (c) the undersigned acknowledges that you may be required to publicly disclose the information provided in this option for an indefinite periodQuestionnaire and that he, she or it consents to such public disclosure. (ive) The Optionee understands that Subscriber (A) the shares acquired pursuant to the exercise and any beneficial owners of this option will not be registered under the Securities Act and Subscriber), are "restricted securities" within the meaning of Rule 144 under the Securities Act; currently (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (Ca) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file compliance with the Securities and Exchange Commission with respect to any stock regulations of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise Office of this option under the Securities Act. Foreign Assets Control (v“OFAC”) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose U.S. Department of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents, Each Shareholder hereby represents and warrants and covenants thatto Parent as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale Such Shareholder owns beneficially (as such term is defined in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act. (ii”)) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives all of the Company Common Shares set forth opposite such information Shareholder’s name on Annex A hereto free and clear of all security interests, liens, proxy or voting restriction, in each case except as set forth in this Agreement. Such shareholder has the sole power to vote or cause to be voted all such Common Shares and except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Shareholder is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant a party relating to the exercise pledge, disposition or voting of this option for an indefinite period. (iv) The Optionee understands that (A) any of the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act Original Shares and there are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred no voting trusts or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission voting agreements with respect to any stock of the Original Shares. (b) As of the date hereof, such Shareholder does not beneficially own any Common Shares other than the Original Shares set forth opposite such Shareholder’s name on Annex A hereto. As of the date hereof, such Shareholder does not own or hold any right to acquire any additional Common Shares or shares of any other class of share capital of the Company and or other securities of the Company has no obligation or current intention any interest therein or any voting rights with respect to register any shares acquired pursuant to securities of the exercise of this option under Company other than the Securities ActOriginal Shares. (vc) The Optionee agrees thatIf such Shareholder is an entity, if such Shareholder is duly organized and validly existing under the Company offers laws of its jurisdiction of organization. Such Shareholder has full power and authority to enter into, execute and deliver this Agreement and to perform fully such Shareholder’s obligations hereunder (including the proxy described in Section 2(b) below)). This Agreement has been duly and validly executed and delivered by such Shareholder and assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar laws affecting the enforcement of creditors’ rights generally. (d) None of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of its Common Stock for sale pursuant the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to a registration statement under such Shareholder or to such Shareholder's property or assets. (e) Other than compliance by such Shareholder with the Securities applicable requirements of the Exchange Act, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the Optionee will notpart of such Shareholder is required in connection with the valid execution and delivery of this Agreement. If such Shareholder is an individual, without the prior written no consent of the Company, offer, sell, contract such Shareholder's spouse is necessary under any "community property" or other laws in order for such Shareholder to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of enter into and perform its obligations under this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Agreement.

Representations. The Optionee representsEach Member, by executing this Agreement, hereby represents and warrants to the Company and covenants thatto each Member that such Member: (ia) Any shares purchased upon exercise Is aware that the acquisition of this option shall be acquired their Membership Interest in the Company has not been registered under the Securities Act of 1933, as amended, or registered or qualified under the securities laws of any state; (b) Is acquiring the Membership Interest in their own name and solely for their own account (or for a trust account if a trustee) and not for the Optionee's account of any other person; (c) Is acquiring their Membership Interest for the purpose of investment only, and not with a view to, to or for sale in connection with, with any distribution of such Membership Interest; (d) Understands that any Disposition of their Membership Interest is limited by this Agreement and in any event may not be effected unless the shares Disposition is registered and qualified under applicable securities laws, or is eligible for an exemption from registration and qualification, and, except as expressly provided otherwise herein, that no understanding has been made with regard to registering or qualifying such Membership Interest in violation of the future; (e) Understands that any certificate or other document which evidences their Membership Interest in the Company may bear one or more restrictive legends stating that the Membership Interest evidenced therein has not been registered under the Securities Act of 1933 (the "Securities Act")1933, as amended or qualified under any rule or regulation under the Securities Act.securities laws; (iif) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Is capable of the Company such information as is necessary to permit the Optionee to evaluate evaluating, through their own knowledge and experience in financial and business matters, the merits and risks of his or her this investment and of protecting their own interest in the Company.connection with this investment; (iiig) The Optionee is Is able to bear the economic risk of holding such shares acquired pursuant to the exercise loss of this option for an indefinite period.their Membership Interest; (ivh) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Has not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred seen or otherwise disposed of unless they are subsequently registered under the Securities Act received any advertisement or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission general solicitation with respect to the sale of the Membership Interest; (i) Acknowledges that the Company has given him the opportunity to obtain any stock information and ask questions concerning the Company, Membership Interest in the Company, and their investment, and to the extent that he or she availed himself or herself of that opportunity, he or she has received from the Company satisfactory information and answers; and (j) Acknowledges that the Company and each Member are relying on the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Actforegoing representations. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee EDS hereby represents, warrants and covenants thatto Birch First Capital and/or Birch Advisors as follows: (ia) Any There are Fifty Million (50,000,000) shares purchased upon exercise of Common Stock of EDS authorized, of which approximately 25,498,202 Shares of Common Stock are issued and outstanding; with 10,000,000 preferred shares authorized and 0 issued and outstanding; (b) The shares of Common Stock to be issued pursuant to this option shall be acquired for the Optionee's account for investment onlyAgreement are duly authorized, and not with a view towhen issued will be duly and validly issued, fully paid and non-assessable, free and clear of all liens, encumbrances and preemptive and similar rights to subscribe for or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act.purchase securities; (iic) The Optionee has had such opportunity as he or she has deemed adequate to obtain shares will be exempt from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered registration under the Securities Act and are "restricted issuable without any restrictive legend pursuant to an applicable legal opinion letter; (d) EDS has reserved from its duly authorized capital stock a number of shares of Common Stock at least equal to the greater of the number of shares that could be issued pursuant to the terms of this Agreement; (e) If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with this Agreement, EDS shall promptly increase its authorized shares to ensure its ability to timely comply with this Agreement; (f) The execution of this Agreement and performance of this Agreement by EDS and Birch First Capital and Birch Advisors will not (1) conflict with, violate or cause a breach or default under any agreements between EDS and any creditor (or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of EDS or any creditor, or their respective affiliates, that has not already been obtained; (g) Without limitation, EDS hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; (h) EDS has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; (i) The execution, delivery and performance of this Agreement by EDS has been duly authorized by all requisite action on the part of EDS and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed and delivered by EDS; (j) EDS did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of EDS's common stock or other securities" ; (k) There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims, except as contemplated herein. There is no action based on the Claims that is currently pending in any court or other legal venue, except as defined herein, and no judgments based upon the Claims have been previously entered in any legal proceeding; (l) No taxes will be due, payable or withholdable as a result of settlement of the Claims; (m) Birch First Capital nor Birch Advisors was not and within the meaning past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, EDS and is not an affiliate of EDS as defined in Rule 144 promulgated under the Securities Act; ; (Bn) such shares cannot be soldTo the best of EDS's knowledge, transferred Birch First Capital nor Birch Advisors is not, directly or otherwise disposed indirectly, utilizing any of unless they are subsequently registered under the Securities Act proceeds received from Birch First Capital or an exemption from registration is then available; (C) Birch Advisors for the Claims to provide any consideration to or invest in any eventmanner in EDS or any affiliate of EDS; (o) EDS has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, an exemption from registration under Rule 144 limitation or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for suspension of trading in the Common Stock; and Birch First Capital nor Birch Advisors will not, adequate information concerning directly or indirectly, receive any consideration from or be compensated in any manner by, EDS, or any affiliate of EDS, in exchange for or in consideration of the Company is then available Claims; (p) EDS represents that none of the services provided, if any, or to be provided which gave rise to the public, Claims were or are services related to promoting EDS's Securities or that may be considered relations services; (q) EDS represents that the Claim being settled pursuant hereto is a bona-fide Claim against EDS and other terms that the written agreements and conditions of Rule 144 promissory note underlying each Claim are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock accurate representations of the Company nature of the debt and/or the amounts owed by EDS to both Birch First Capital and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActBirch Advisors, respectively. (vr) The Optionee agrees thatEDS represents and warrants that the Original Note due to Birch First Capital, if as amended, and the Company offers any New Note are both a bona fide debt of its Common Stock for sale pursuant to a registration statement under EDS, that said Original Note is in default, and that the Securities Acttotal amount due and owing on said Original Note is in the amount of USD $300,000, including principal and accrued interest, penalties and late fees and legal fees on the Optionee will notOriginal Note, without and the prior written consent total amount of USD $300,000 of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly New Note (a "Disposition"), any shares purchased upon exercise in the aggregate amount of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, $600,000) as of the date of execution hereof; (s) EDS acknowledges that Birch First Capital, Birch Advisors, or its affiliates may, from time to time, hold outstanding securities of EDS, which may be convertible in shares of EDS's common stock at a floating conversion rate tied to the current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. EDS's executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of EDS has concluded in its good faith business judgment that such paymenttransaction is in the best interests of EDS. EDS specifically acknowledges that its obligation to issue the Settlement Shares is binding upon EDS and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of EDS. The Board of Directors of EDS has further given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that same may occur below the par value of EDS 's Common Stock. (t) None of the transactions agreements or proceedings described above is party of a plan or scheme to evade the registration requirements of the Securities Act and both Birch First Capital and Birch Advisors, the representations made respectively, are acting and have acted in this Section 12an arms length capacity.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's ’s account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 1933, as amended (the "“Securities Act"”), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsEffective as of the Closing, each Shareholder represents and warrants to Unity Wireless and covenants to NewCo for himself or itself that: (ia) Any Other than as set forth in a schedule to this Instrument, such Shareholder owns the entire record and beneficial interest in his or its shares purchased upon exercise as set forth in Schedule 7(f) to the Agreement, and such shares are free and clear of this option shall all liens, charges, mortgages, pledges, security interests, claims, assessments, options, warrants, rights and encumbrances whatsoever, (b) Except as detailed in Schedule 7(g) to the Agreement, there are no outstanding subscriptions, options, warrants, calls, commitments, convertible securities or other agreements or arrangements of any character or nature whatever under which such Shareholder is or may become obligated to, assign or transfer any shares of Celerica, and there are no rights of first refusal, preemptive rights or similar rights with respect to any such shares. (c) the Preferred Stock and the Merger Common Sock (the “Restricted Securities”) will be acquired by such Shareholder for investment solely for the Optionee's Shareholder’s own account for investment only, and not with a view to, to or for sale the resale or distribution thereof. (d) Such Shareholder has reviewed the risk factors for Unity Wireless that are set forth in connection with, any distribution of the shares in violation of SEC Documents. (e) Such Shareholder understands that the Shareholder may sell or otherwise transfer the Restricted Securities only if such transaction is duly registered under the Securities Act of 1933 1933, as amended (the "Securities “Act"”), under a registration statement or any rule otherwise, or regulation if Shareholder shall have received the opinion of counsel to the holder, which opinion shall be reasonably satisfactory to counsel to Unity Wireless, to the effect that such sale or other transfer may be made in the absence of registration under the Act, and registration or qualification in every applicable state. The Shareholder agrees to the imprinting of the following legend on certificates representing the Restricted Securities issued or issuable to it: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, WITHOUT A REGISTRATION STATEMENT IN EFFECT OR AN EXEMPTION FROM REGISTRATION." (f) The legend set forth above shall be removed from the Restricted Securities to the extent that the Restricted Securities are sold in accordance with a registration statement that is then in effect under the Act. (iig) The Optionee Such Shareholder realizes that the Restricted Securities are not a liquid investment. (h) Such Shareholder has had such opportunity not relied upon the advice of a “Purchaser Representative” (as he or she has deemed adequate to obtain from representatives defined in Regulation D of the Company such information as is necessary to permit Act) in evaluating the Optionee to evaluate risks and merits of the merits and risks of his or her investment in the Companyequity securities of the Unity Wireless, and that it has the knowledge and experience to evaluate Unity Wireless and the risks and merits relating thereto. (iiii) The Optionee Such Shareholder is either (i) an accredited investor as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Act or (ii) a person who is a non-United States person who is not and has not been a US citizen or US resident within the meaning of Regulation S of the Act, and shall be such on the date any securities are issued to the holder. (j) Such Shareholder is able to bear the economic risk of holding such shares acquired pursuant to losing Shareholder’s entire investment in the exercise of this option for an indefinite period. (iv) The Optionee securities and understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) investment in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActUnity Wireless involves substantial risks. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. 7.1. The Optionee represents, Holder represents and warrants and covenants that: to the Company as follows: (i) Any shares purchased upon exercise the Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of this option shall be acquired for their issuance in a transaction exempt from the Optionee's account for investment only, registration and not with a view to, or for sale in connection with, any distribution of the shares in violation pros-pectus delivery requirements of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. ; (ii) The Optionee the Holder has had such opportunity as he or she has deemed adequate to obtain from representatives knowledge and experience in financial and business matters that it is capable of the Company such information as is necessary to permit the Optionee to evaluate evaluating the merits and risks of his or her investment the purchase of this Warrant and the Warrant Shares, and of protecting its interests in the Company. connection therewith; (iii) The Optionee the Holder is able to bear the economic risk of holding such shares acquired the purchase of the Warrant Shares pursuant to the exercise terms of this option for an indefinite periodWarrant. 7.2. The Company represents and warrants to the Holder as follows: (ivi) The Optionee understands that this Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms; (Aii) the shares acquired pursuant Warrant Shares (and the Ordinary Shares into which such Warrant Shares are convertible) are duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid (subject to the full payment of the exercise of this option will price, or valid net issuance exercise, by the Holder) and non-assessable and not be registered under subject to any third party rights or liens except for any liens created by the Securities Act Holder to whom such Warrant Shares are issued and are "restricted securities" within except for those restrictions on transfer set forth in the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied withAmended Articles; and (Diii) there is now no registration statement on file with the Securities execution and Exchange Commission with respect to any stock delivery of this Warrant are not, and the issuance of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased Warrant Shares upon exercise of this option for Warrant in accordance with the terms hereof and the issuance of the Ordinary Shares into which such Warrant Shares are convertible in accordance with the terms hereof and the Amended Articles, will not be, inconsistent with the Company’s governing documents, do not and will not conflict with or contravene any, and will be issued in compliance with all applicable laws, and do not and will not conflict with or contravene any provision of, or constitute a period default under, any indenture, mortgage, contract or other instrument of 90 days after which the effective date of such registration statement. By making payment upon exercise of this optionCompany is a party or by which it is bound or require the consent or approval of, the Optionee shall be deemed to have reaffirmed, as giving of the date of such paymentnotice to, the representations made registration with or the taking of any action in this Section 12respect of or by, any government authority or agency or other person, other than those consents or approvals that shall have been previously obtained and reports of issuance to the Israeli Registrar of Companies and to NATI (if applicable).

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's ’s account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "“Securities Act"”), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "“Disposition"”), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee Company hereby represents, warrants and covenants thatto SCC as follows: a. There are Two Hundred Fifty Million (i250,000,000) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Common Stock of the Company such information authorized as is necessary of June 23, 2025, of which approximately Sixty-Eight Millio n Nine Hundred Sixty Thousand One Hundred and Fourteen (68,960,114) Shares of Common Stock are issued and outstanding as of June 23, 2025; and One Hundred Sixty-Five Million Six Hundred Twenty-Nine Thousand and Thirty (165,629,030) Shares of Common Stock are available for issuance pursuant hereto; b. The shares of Common Stock to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired be issued pursuant to the exercise Order are duly authorized, and when issued will be duly and validly issued, fully paid and non-assessable, free and clear of this option all liens, encumbrances and preemptive and similar rights to subscribe for an indefinite period.or purchase securities; (iv) c. The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered exempt from registration under the Securities Act and issuable without any restrictive legend; d. The Company shall initially reserve from its duly authorized capital stock Forty-Seven Million (47,000,000) shares during the Valuation Period in order to ensure that it can properly carry out the terms of this Agreement, which may only be released to Company once all of the Settlement Shares and Settlement Fee Shares have been delivered and converted pursuant to this Agreement and Company’s obligations are "restricted otherwise fully satisfied or there has otherwise been a default pursuant to the terms of this Agreement. In the event that Company effectuates a reverse split of Company’s Common Stock while any obligations are owed to SCC pursuant to this Agreement by Company, then the reserve shares shall be proportionately adjusted; e. If at any time it appears reasonably likely that there may be insufficient authorized shares and/or reserve shares to fully comply with the Order, Company shall promptly increase its authorized shares and/or reserve shares to ensure its ability to timely comply with the Order; f. As of the date of this Agreement the execution of this Agreement and performance of the Order by Company and SCC will not (1) conflict with, violate or cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not already been obtained; g. Without limitation, the Company hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; h. The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; i. The Company has corporate Shareholder’s delegations in place with sufficient authorized capital or shall arrange a Shareholder’s meeting to satisfy the legal and regulatory requirements in connection with this transaction; j. The corporate issuance shall be made without preferential subscription rights of the existing shareholders or holders of securities granting access to the Company’s capital; k. This Settlement Agreement and Stipulation shall be subject to all required corporate authorizations by the Company; l. The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed and delivered by Company; m. Company did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company’s common stock or other securities" ; n. There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims. There is no action based on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal proceeding with the exceptions as contained in the Claim Purchase Agreements; o. To Company’s knowledge, Seller was not and within the past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated under the Act, except as represented within the Claim Purchase Agreements; p. Company is operational and is a non-shell company within the meaning of Rule 144 under 405 and all applicable Securities Rules and Registration pertaining thereto; q. Company represents that Seller is not, directly or indirectly, utilizing any of the Securities Act; (B) such shares cannot be sold, transferred proceeds received from SCC for selling the Claims to provide any consideration to or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) invest in any eventmanner in the Company or any affiliate of the Company; r. Company has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, an exemption from registration under Rule 144 limitation or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for suspension of trading in the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act.and (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee s. Seller will not, without directly or indirectly, receive any consideration from or be compensated in any manner by, the prior written consent Company, or any affiliate of the Company, offer, sell, contract to sell in exchange for or otherwise dispose of, directly in consideration of selling the Claims; t. Company represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that the invoices or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as written contract(s)/promissory notes underlying each Claim are accurate representations of the date nature of the debt and the amounts owed by the Company to Seller and that the goods or services which are the subject of the Claims being purchased have been received or rendered; u. Company acknowledges that SCC or its affiliates may from time to time, hold outstanding securities of the Company which may be convertible into shares of the Company’s common stock at a floating conversion rate tied to the current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company’s executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such payment, transaction is in the representations made best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares and Settlement Fee Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. The Board of Directors of the Company has further given its consent for each conversion of shares of stock pursuant to this Agreement. v. None of the transactions agreements or proceedings described above is part of a plan or scheme to evade the registration requirements of the Securities Act and BURU and SCC are acting and have acted in this Section 12an arms length capacity.

Representations. The Optionee represents, warrants and covenants undersigned entity represents that: (ia) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment onlyThe entity has, and not with a view toif applicable, its officers, employees, directors or for sale equity owners have, sufficient knowledge and experience in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee similar investments to evaluate the merits and risks of his or her an investment in [COMPANY], or the Companyentity has retained an attorney, accountant, financial advisor or consultant as its purchaser representative. If applicable, the name, employer, address, and telephone number of the purchaser representative follows: (b) The entity and, if applicable, its purchaser representative, has received the private placement memorandum relating to this offering (the “Private Placement Memorandum”); and the entity and, if applicable, its purchaser representative, understand the Private Placement Memorandum and the risks involved in this offering. The entity and, if applicable, its purchaser representative have been given the opportunity to ask questions and obtain material and relevant information from the Issuer enabling it to make an informed investment decision. All data that the entity and, if applicable, its purchaser representative, have requested has been furnished to it. (iiic) The Optionee is able to bear Any Securities the economic risk of holding such shares acquired pursuant entity may acquire will be for its own account for investment and not with any view to the exercise distribution thereof, and it will not sell, assign, transfer or otherwise dispose of this option for an indefinite periodany of the Securities, or any interest therein, in violation of the Securities Act or any applicable state securities law. (ivd) The Optionee entity understands that (Ai) the shares acquired pursuant to the exercise of this option any Securities it may acquire will not be registered under the Securities Act or any applicable state securities law and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares canmay not be sold, transferred sold or otherwise disposed of unless they are subsequently it is registered under or sold or otherwise disposed of in a transaction that is exempt from such registration, and (ii) the certificates representing the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under will bear appropriate legends restricting the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Acttransferability thereof. (ve) The Optionee agrees that, if entity understands that the Company offers any Issuer will rely upon the completeness and accuracy of its Common Stock for sale pursuant the Investor’s responses to a registration statement under the questions in this Questionnaire in establishing that the contemplated transactions are exempt from the Securities Act, and hereby affirms that all such responses are accurate and complete. The entity will notify the Optionee will not, without the prior written consent Issuer immediately of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date changes in any of such registration statement. By making payment upon exercise information occurring prior to the acceptance of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12its subscription.

Representations. (a) The Optionee representsIssuer represents and warrants to the Indenture Trustee and the Credit Enhancer that as of the Closing Date, warrants and covenants thatunless specifically stated otherwise: (i) Any shares purchased upon exercise This Indenture creates a valid and continuing Security Interest in the Collateral in favor of the Indenture Trustee. The Security Interest created by this option shall be acquired for the Optionee's account for investment onlyIndenture is a first priority perfected Security Interest and it is enforceable as such against creditors of, and not with a view topurchasers from, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities ActIssuer. (ii) The Optionee has had such opportunity Mortgage Notes are “instruments” as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment defined in the CompanyUCC. (iii) The Optionee is able to bear Before the economic risk Grants of holding such shares acquired the Security Interest pursuant to the exercise Granting Clause of this option for an indefinite periodIndenture, the Issuer owns, and has good and marketable title to, the Mortgage Loans free of any lien, claim, or encumbrance of any person. (iv) The Optionee understands that (A) By the shares acquired pursuant Closing Date with respect to the exercise Mortgage Loans and within 10 days of this option will not be registered under the Securities Act and are "restricted securities" within the meaning applicable date of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission substitution with respect to any stock of Eligible Substitute Mortgage Loan, the Company and Issuer will file Financing Statements in the Company has no obligation or current intention proper filing office in the appropriate jurisdiction to register any shares acquired pursuant to perfect the exercise of Security Interest in the Collateral Granted under this option under the Securities ActIndenture. (v) The Optionee agrees that, if Issuer has received a written acknowledgement from the Company offers Custodian that the Custodian is acting solely as agent of the Indenture Trustee. (vi) The Issuer has not authorized the filing of and is not aware of any Financing Statements against the Issuer that include a description of its Common Stock for sale collateral covering the Collateral other than any financing statement (A) relating to the Security Interests granted to the Indenture Trustee pursuant to this Indenture, (B) that has been terminated, or (C) that names the Indenture Trustee as secured party. (vii) The Mortgage Notes that constitute or evidence the Collateral do not have any marks or notations indicating that they have been pledged, assigned, or otherwise conveyed to any person other than the Indenture Trustee. All Financing Statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection with this Indenture describing the Collateral contain a registration statement under to the Securities Actfollowing effect: “A purchase of the Mortgage Loans included in the collateral covered by this financing statement will violate the rights of the Indenture Trustee.” (viii) On the Closing Date, the Optionee will Issuer is a “Qualifying SPE” as such term is defined in the statement of Accounting Standards No. 140 of the Financial Accounting Standards Board, as in effect on the Closing Date. (b) The representations and warranties in this Section 3.16 shall survive delivery of the respective Mortgage Files to the Custodian pursuant to the Custodial Agreement and the termination of the Sale and Servicing Agreement. (c) The Indenture Trustee and the Credit Enhancer shall not, without the prior written consent of the CompanyRating Agencies, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), waive any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made and warranties in this Section 123.16(a).

Representations. The Optionee Company hereby represents, warrants and covenants thatto NBF as follows: a. There are Fifteen Billion (i15,000,000,000) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Common Stock of the Company such information authorized as is necessary of July 31, 2017, of which approximately Five Hundred Ninety Seven Million Four Hundred Seventy Four Thousand and Five (597,474,005) Shares of Common Stock are issued and outstanding as October 13, 2017; and approximately Fourteen Billion Four Hundred Two Million Five Hundred Twenty Five Thousand Nine Hundred Ninety Five (14,402,525,995) Shares of Common Stock are available for issuance pursuant hereto; b. The shares of Common Stock to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired be issued pursuant to the exercise Order are duly authorized, and when issued will be duly and validly issued, fully paid and non-assessable, free and clear of this option all liens, encumbrances and preemptive and similar rights to subscribe for an indefinite period.or purchase securities; (iv) c. The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered exempt from registration under the Securities Act and issuable without any restrictive legend; d. The Company shall reserve from its duly authorized capital stock a number of shares of Common Stock at least equal to the greater of the number of shares that could be issued pursuant to the terms of the Order and that Company shall initially reserve at its transfer agent, at a minimum, Three Billion Two Hundred Million (3,200,000,000) shares during the Valuation Period in order to ensure that it can properly carry out the terms of this agreement, which may only be released to Company once all of the Settlement Shares and settlement fee shares have been delivered and converted pursuant to this agreement and Company’s obligations are "restricted otherwise fully satisfied or there has otherwise been a default pursuant to the terms of this agreement; of this reserve amount, NBF plans on converting this Settlement into that number of shares and in many instances more shares, should the price go down; e. If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order, Company shall promptly increase its authorized shares to ensure its ability to timely comply with the Order; f. The execution of this Agreement and performance of the Order by Company and NBF will not (1) conflict with, violate or cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not already been obtained; g. Without limitation, the Company hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; h. The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; i. The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed and delivered by Company; j. Company did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company’s common stock or other securities" ; k. There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims. There is no action based on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal proceeding; l. There are no taxes due, payable or withholdable as an incident of Seller’s provision of goods and services, and no taxes will be due, payable or withholdable as a result of settlement of the Claims; m. Seller was not and within the past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated under the Act; n. Company is operational and is a non-shell company within the meaning of Rule 144 under 405 and all applicable Securities Rules and Registration pertaining thereto; o. Company represents that Seller is not, directly or indirectly, utilizing any of the Securities Act; (B) such shares cannot be sold, transferred proceeds received from NBF for selling the Claims to provide any consideration to or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) invest in any eventmanner in the Company or any affiliate of the Company; p. Company has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, an exemption from registration under Rule 144 limitation or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for suspension of trading in the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act.and (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee q. Seller will not, without directly or indirectly, receive any consideration from or be compensated in any manner by, the prior written consent Company, or any affiliate of the Company, offer, sell, contract to sell in exchange for or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise in consideration of this option for a period of 90 days after selling the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as Claims; r. Company represents that none of the date services provided or to be provided which gave rise to the Claims were or are services related to promoting the Company’s Securities or that may be considered investor relations services; s. Company represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that the invoices or written contract(s)/promissory notes underlying each Claim are accurate representations of the nature of the debt and the amounts owed by the Company to Seller and that the goods or services which are the subject of the Claims being purchased have been received or rendered; t. Company acknowledges that NBF or its affiliates may from time to time, hold outstanding securities of the Company which may be convertible in shares of the Company’s common stock at a floating conversion rate tied to the current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company’s executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such payment, transaction is in the representations made best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares along with settlement fee shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. The Board of Directors of the Company has further given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that same may occur below the par value of the Company’s Common Stock if applicable. u. None of the transactions agreements or proceedings described above is part of a plan or scheme to evade the registration requirements of the Securities Act and CHIT and NBF are acting and has acted in this Section 12an arms length capacity.

Representations. Each of the Recipients represents and warrants, severally and not jointly, as follows, with respect to herself/himself: the Recipient hereby acknowledges that an investment in the Shares involves certain significant risks. The Optionee representsRecipient acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless the Shares are registered in accordance with federal and state securities laws or an exemption under such laws is available. The Recipient further acknowledges and hereby agrees that the Shares are subject to restrictions and obligations as set forth in the Subscription Agreement, warrants that portion of such Recipient’s Shares (in an amount as indicated on Annex II hereto) are subject to forfeiture pursuant to the forfeiture provision contained in Section 3.1 thereto, and covenants that: the Insider Letter to be entered into among the Company, the GP Sponsor, IDS III LLC, a Delaware limited liability company, and the other parties thereto, substantially in the form attached as Annex III hereto, and the lock-up provisions therein. The Recipient further understands that any certificates evidencing the Shares bear a legend (ias provided in the Subscription Agreement) Any shares purchased upon exercise of this option shall be acquired referring to the foregoing transfer restrictions. The Shares are being assigned solely for the Optionee's account Recipient’s own account, for investment purposes only, and are not being assigned with a view to, to or for sale in connection withthe resale, distribution, subdivision or fractionalization thereof; and the Recipient has no present plans to enter into any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act")contract, undertaking, agreement or any rule arrangement for such resale, distribution, subdivision or regulation under the Securities Act. (ii) fractionalization. The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Recipient is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option its investment for an indefinite period. period of time. The Recipient has been given the opportunity to (ivi) The Optionee understands that (A) ask questions of and receive answers from the shares acquired pursuant to GP Sponsor and the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information Company concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; the Shares, and the business and financial condition of the Company and (Dii) there obtain any additional information that the GP Sponsor possesses or can acquire without unreasonable effort or expense that is now no registration statement necessary to assist the Recipient in evaluating the advisability of the receipt of the Shares and an investment in the Company. The Recipient is not relying on file with any oral representation made by any person as to the Company or its operations, financial condition or prospects. The Recipient is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any Act of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed1933, as of the date of such payment, the representations made in this Section 12amended.

Representations. The Optionee representsRecipient represents and warrants as follows: the Recipient hereby acknowledges that an investment in the Shares involves certain significant risks. The Recipient acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless the Shares are registered in accordance with federal and state securities laws or an exemption under such laws is available. The Recipient further acknowledges and hereby agrees that the Shares are subject to restrictions and obligations as set forth in the Subscription Agreement, warrants that Shares are subject to forfeiture pursuant to the forfeiture provision contained in Section 3.1 thereto, and covenants that: the Insider Letter to be entered into among the Company, the GP Sponsor, the Recipient, and the other parties thereto, substantially in the form attached as Annex II hereto, and the lock-up provisions therein. The Recipient further understands that any certificates evidencing the Shares bear a legend (ias provided in the Subscription Agreement) Any shares purchased upon exercise of this option shall be acquired referring to the foregoing transfer restrictions. The Shares are being assigned solely for the Optionee's account Recipient’s own account, for investment purposes only, and are not being assigned with a view to, to or for sale in connection withthe resale, distribution, subdivision or fractionalization thereof; and the Recipient has no present plans to enter into any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act")contract, undertaking, agreement or any rule arrangement for such resale, distribution, subdivision or regulation under the Securities Act. (ii) fractionalization. The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Recipient is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option its investment for an indefinite period. period of time. The Recipient has been given the opportunity to (ivi) The Optionee understands that (A) ask questions of and receive answers from the shares acquired pursuant to GP Sponsor and the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information Company concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; the Shares, and the business and financial condition of the Company and (Dii) there obtain any additional information that the GP Sponsor possesses or can acquire without unreasonable effort or expense that is now no registration statement necessary to assist the Recipient in evaluating the advisability of the receipt of the Shares and an investment in the Company. The Recipient is not relying on file with any oral representation made by any person as to the Company or its operations, financial condition or prospects. The Recipient is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any Act of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed1933, as of the date of such payment, the representations made in this Section 12amended.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1214.

Representations. The Optionee Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in 11 either case, could prevent the Employee from entering into this Agreement or performing all of the Employee’s duties and obligations hereunder. In addition, the Employee acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the right of the Company to be reimbursed for certain payments to the Employee in compliance therewith. In addition, the Employee hereby represents, warrants and covenants agrees with the Company that: : (i) Any shares purchased upon exercise a portion of the compensation payable to the Employee pursuant to this option shall be acquired Agreement constitutes good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, for the Optionee's account for investment only, covenants and not with a view to, or for sale agreements contained in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. Section 11 and Section 12; (ii) The Optionee has had such opportunity as he the covenants and agreements contained in Section 11 and Section 12 are reasonable, appropriate and suitable in their geographic scope, duration and content; the Employee shall not, directly or she has deemed adequate to obtain from representatives indirectly, raise any issue of the Company reasonableness, appropriateness and suitability of the geographic scope, duration or content of such information as is necessary covenants and agreements in any proceeding to permit enforce such covenants and agreements; and such covenants and agreements shall survive the Optionee to evaluate termination of the merits and risks of his or her investment in Employees employment for the Company. durations set forth therein; (iii) The Optionee is able the enforcement of any remedy under this Agreement will not prevent the Employee from earning a livelihood because the Employee’s past work history and abilities are such that the Employee reasonably can expect to bear the economic risk find work, if he so chooses, in other areas and lines of holding such shares acquired pursuant to the exercise of this option for an indefinite period. business; (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act covenants and agreements stated in Section 11 and Section 12 are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists essential for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied withEmployer’s reasonable protection; and (Dv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to reasonably relied on these covenants and agreements by the exercise of this option under the Securities ActEmployee. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsLessor and Lessee represent, warrants warrant and covenants that: certify to Beneficiary (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"Purchaser), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date hereof, as follows: (a) the Lease is presently in full force and effect and the Lease constitutes the entire agreement between the Lessee and Lessor; (b) the Lease has not been canceled, terminated, modified, amended, supplemented, replaced, restated or otherwise changed, either orally or in writing, except as herein expressly provided; (c) all conditions or requirements specified in the Lease that could have been satisfied as of such paymentthe date hereof have been fully satisfied; (d) no rent under the Lease has been paid for more than the current rental period established in the Lease; (e) no default (or any event, condition or circumstance, which with notice, grace or lapse of time could constitute a default) exists under said Lease; (f) Lessee, as of this date, has no charge, lien, claim or offset under said Lease or otherwise against rents or other charges due or to become due under the representations Lease; (g) Purchaser shall have no liability or responsibility with respect to any security deposit or advance rental deposit made by the Lessee except to the extent actually delivered and paid to Purchaser concurrently with Purchaser’s succession in this Section 12interest to the Demised Premises; (h) the only persons or entities in possession of the Demised Premises or having any right to the possession, use or occupancy of the Demises Premises (other than the record owner or holders of recorded easements) is Lessee; and (i) Lessee has no right or interest in or under any contract, option or agreement (other than as shown in the Lease) involving the sale or transfer of the Demised Premises or the expansion of the Demised Premises or extension of the term of the Lease.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) I am aware of the Company’s business affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (f) I understand that any Shares purchased hereunder shall be subject to the Stockholders’ Agreement of the Company dated as of December 8, 2005, as it may be amended from time to time (“Stockholders’ Agreement”) a copy of which has been provided to me, and that it is a condition to the exercise of this option under my Option that I execute the Securities Actattached signature page of the Stockholders’ Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Stockholders’ Agreement prior to exercising the Option. (vg) The Optionee agrees thatI understand that the certificate representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY’S STOCK OPTION PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF DECEMBER 8, 2005, AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF CPG FINANCE, INC., AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (h) I have consulted my own tax advisors in connection with my exercise of this Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent tax advice. (i) I am presently an employee of the Company, offer, sell, contract or my employment has been terminated involuntarily or due to sell death or otherwise dispose of, directly or indirectly Disability (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after as defined in the effective date of such registration statement. By making payment upon exercise of this option, Plan) within the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12past 30 days.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option Option shall be acquired for the Optionee's ’s account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 1933, as amended (the "“Securities Act"”), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option Option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option Option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option Option under the Securities Act. (v) The Optionee’s principal residence is at the address set forth below on the signature page. The Optionee agrees that, if shall promptly notify the Company offers of any of its Common Stock for sale pursuant to a registration statement under change in the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statementOptionee’s principal residence. By making payment upon any exercise of this optionOption, in whole or in part, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsEach of the Vendor and the Company jointly and severally represent and warrant to the Purchaser (and acknowledge that the Purchaser is relying upon such representations and warranties in entering into this Agreement and completing the transactions contemplated hereby) that except as disclosed in Schedule "B" attached hereto: (a) the Company is duly incorporated and organized, warrants validly subsisting and covenants that:in good standing under the laws of the Province of Alberta; (b) the authorized capital of the Company consists of an unlimited number of Class A voting shares and an unlimited number of Class B non-voting shares of which 100 Class A shares are validly issued and outstanding as fully paid and non-assessable as of the date hereof, and there are no other shares of the Company issued and outstanding; (c) all the issued and outstanding shares in the capital of the Company are duly authorized, validly issued, fully paid, non-assessable and issued in compliance with all applicable corporate, securities and other laws; (d) the Vendor is the legal and beneficial owner of the Shares, holds such Shares free and clear of any and all liens, adverse claims, charges, pledges, hypothecations and encumbrances whatsoever; (e) the Vendor has full and absolute right, power and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser as contemplated hereby; (f) no person, firm or corporation has any agreement or option or a right capable of becoming an agreement or option for the purchase of any of the Shares or for the purchase of any of the unissued shares in the capital stock of the Company except as disclosed in Schedule "B" attached hereto; (g) there are no shareholders agreements, proxies, voting trust agreements or similar agreements among the Vendor or any other parties with respect to the Shares; (h) the Vendor is not acting as nominee, agent, trustee, executor, administrator or other legal representative of any person in the sale of the Shares hereunder; (i) Any shares purchased upon exercise neither the Vendor nor the company have agreed to pay any finder=s fee or commissions in connection with the sale of the Shares contemplated by this Agreement for which the Purchaser or the Company shall have any obligation or liability; (j) the Company has full power and authority to enter into and perform its obligations under this Agreement; (k) the execution and delivery of this option shall be acquired for Agreement has been duly authorized by the Optionee's account for investment only, Company and not with constitutes a view to, or for sale in connection with, any distribution valid and binding obligation of the shares Company enforceable in accordance with its terms, subject to the qualification that enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and to the extent that remedies of specific performance and injunction, being equitable remedies, may only be granted in the discretion of the court having jurisdiction; (l) the performance of this Agreement will not be in violation of the Securities Act Articles, Bylaws or other constating documents of 1933 the Company or of any agreement to which the Vendor or the Company is a party and will not give any person, firm or corporation any right to terminate or cancel any agreement or any right enjoyed by the Company nor result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of any third party upon or against the assets of the Company; (m) the Company has the corporate power to own the Property owned by it and to carry on the business carried on by it and is duly qualified or licensed to carry on business in every jurisdiction in which the character of the Property and assets owned by the Company or the nature of the business conducted by the Company requires the Company to be so licensed or qualified; (n) the Company has good and marketable title to the Property and assets owned and used by it free and clear of any mortgage, pledge, deed of trust, lien, conditional sale agreement, encumbrance, security interest, charge or adverse claim whatsoever, except as disclosed in Schedule "Securities Act")B" hereto; (o) the Company does not carry on business in any jurisdiction other than Alberta and is not extra-provincially registered in any jurisdiction; (p) the Company is not a party to, or any rule of its Property or regulation under assets bound or affected by any contract, agreement, deed, instrument or other document, including any agreement of guarantee, indemnification or other like commitment, whereby the Securities Act.Company may be held liable for the obligations, liabilities, contingent or otherwise, or indebtedness of any other person, firm or corporation; (iiq) The Optionee has had such opportunity as he there are no actions, suits, claims or she has deemed adequate to obtain from representatives proceedings, whether or not purportedly on behalf of the Company, pending or in existence or threatened against or affecting the Company such information as at law or in equity or before or by any federal ,provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign and there is necessary to permit not now outstanding any order, writ, injunction or judgment of any court, administrative agency or governmental body or arbitration tribunal issued and directed against the Optionee to evaluate Company or any of its properties, assets, businesses or prospects or against any of the merits and risks of his or her investment in the Company.Shares; (iiir) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available not in material breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it; (s) the public, and other terms and conditions of Rule 144 are complied with; and (D) there Company is now no registration statement on file with the Securities and Exchange Commission with respect not a party to any stock collective agreement with any labour union or other association of the Company employees and the Company has no obligation contract with any employee, officer, officer, professional advisor or current intention other individual which cannot be lawfully terminated without recourse by the other party or parties thereto on not more than thirty (30) days' notice; (t) the Company is not a party to register any shares acquired pursuant material written or oral agreement respecting cessation of employment or compensation therefor, nor does it have any officers, employees or consultants who may be dismissed except on less than one month's prior notice, or payment in lieu thereof; (u) the Company is not in default or breach of any contracts, agreements, indentures, leases or other instruments to which it is a party or by which it is bound, which default or breach could, if acted upon by the exercise party or parties legally entitle to do so, materially, adversely affect the business operations, assets or financial condition of this option under the Securities Act.Company, and all contracts, agreements, indentures and leases to which the Company is a party are listed in Schedule "B" hereto; (v) The Optionee agrees thatto the best of the Vendor=s knowledge, if all facts relating to the Company offers or to its business, operations, assets or financial conditions that are known or which on reasonably enquiry ought to be known, to the Vendor and that are material to the business, operations, assets or financial condition of the Company have been disclosed to the Purchaser; (w) all material transactions of the Company have been promptly and properly recorded or filed in or with its books and records, and the record book of the Company contains complete and accurate minutes and records of all meetings and proceedings of and resolutions passed by the shareholders and the directors of the Company since its incorporation and all such meetings were duly called and held; (x) the Vendor is not aware of any event or occurrence which has had, or might reasonably be expected to have, a material adverse effect on the business of the Company or the results of any of its Common Stock operations; (y) the Company has duly and timely filed all Canadian, local and foreign tax returns, reports, declarations and other similar reports required to be filed by it and all liabilities for sale pursuant taxes, assessments and other governmental charges (including installments on account of such taxes, assessments and charges and any interest or bounties thereon) upon all or any of the income of the Company or its assets which were required to be paid on or before the date hereof, have been duly paid or satisfied on or before their respective due dates and all liabilities for taxes, assessments or other governmental charges which fall due and become payable prior to closing will have been fully paid prior to the Closing Date; (z) the Company has not entered into any long term leases or other long term contracts of a registration statement under material nature, except as disclosed in Schedule "B"; (aa) the Securities Act, Company's Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and truly and accurately reflect the Optionee will not, without financial position of the prior written consent Company as of the last day of the period for which they were prepared and since that time and except as disclosed in Schedule "B" hereto; i) there has been no material adverse change in the financial position or condition of the Company, offernor any damage, sellloss or other change in any circumstances materially affecting the business, contract operations or properties of the Company; ii) the Company has not waived or surrendered any right of material value; iii) the Company has not discharged, satisfied or paid any lien, encumbrance, obligation or liability other than current liabilities of the Company incurred in the ordinary course of business; and iv) the business of the Company has been carried on in the ordinary course. (bb) the Company has no liabilities of any sort except as disclosed in the Company=s Financial Statements or Schedule "B" hereto; (cc) neither the Vendor nor members of his family nor any corporation controlled by the Vendor or members of his family owns any property or assets which are used by the Company; (dd) the names of directors and officers of the Company are as follows: ▇▇▇▇▇ ▇▇▇▇▇▇ - President, Secretary and Director; (ee) the Company maintains such insurance against loss or damage to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option its assets and with respect to public liability as is reasonably prudent for a period of 90 days after company such as the effective date of such registration statement. By making payment upon exercise of this optionCompany; (ff) the Company has not entered into any non-disclosure, confidentiality, non-competition or similar agreement or arrangement with any person, firm or corporation; (gg) the Optionee shall be deemed Company is not indebted or under any financial obligation to have reaffirmedthe Vendor, as or to any directors, officers, employees, shareholders and other insiders of the date Company whatsoever; (hh) neither the Vendor nor any present or former officer, director, employee or shareholder of such paymentthe Company is now indebted or under any financial obligation to the Company on any account whatsoever; (ii) the Vendor is not a non-resident of Canada as provided in the Income Tax Act (Canada); (jj) the Company has no outstanding options to purchase shares, the representations made in this Section 12.management agreements or credit cards;

Representations. (a) The Optionee representsGrantee hereby represents and warrants that, warrants and covenants that: (i) Any shares purchased upon exercise vesting of this option shall the Restricted Stock Units, the Grantee will be acquired for the Optionee's account acquiring Shares for investment only, solely for his own account and not with a view to, or for sale resale in connection with, the distribution or other disposition thereof. The Grantee agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any distribution Shares, or solicit any offers to purchase or otherwise acquire or take a pledge of any Shares, unless (i) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with (A) the provisions of the shares in violation of Plan and this Agreement and (B) the Securities Act or an exemption therefrom and (ii) the Grantee shall have furnished the Company with an opinion of 1933 counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no registration under the Securities Act is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws. (b) The Grantee acknowledges and represents that he has been advised by the "Securities Act"), or any rule or regulation Company that (i) the offer and sale of the Shares have not been registered under the Securities Act. ; (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit Shares must be held indefinitely and the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able Grantee must continue to bear the economic risk of holding the investment in the Shares unless the offer and sale of such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be Shares is subsequently registered under the Securities Act and are "restricted securities" within all applicable state securities laws or an exemption from such registration is available; (iii) there is no established market for the meaning of Shares and there may not be any public market for the Shares in the foreseeable future; (iv) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any securities of the Company, and the Company has made no covenant to make such Rule available; (v) when and if the Shares may be disposed of without registration under the Securities Act in reliance on Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule; (vi) if the Rule 144 exemption is not available, public offer or sale without registration will require the availability of an exemption under the Securities Act; (Bvii) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available restrictive legend with respect to the publicforegoing shall be placed on the certificates representing the Shares, and other terms and conditions as well as a restrictive legend to the effect of Rule 144 are complied withSection 14(a) above; and (Dviii) there is now no registration statement a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on file with transfer and appropriate stop-transfer instructions will be issued to the Securities and Exchange Commission Company’s transfer agent with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActShares. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents(a) You represent and warrant to the Company that, warrants and covenants that: (i) Any shares purchased unless a registration statement is in effect under the Securities Act, upon exercise of this option shall the Option, you will be acquired acquiring the Option Shares for your own account for the Optionee's account for purpose of investment only, and not with a view to, to or for sale in connection with, with any distribution thereof, and you understand that (i) neither the Option nor the Option Shares have been registered with the Securities and Exchange Commission by reason of their issuance in a transaction exempt from the shares in violation registration requirements of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. and (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as Option Shares must be held indefinitely by you unless a subsequent disposition thereof is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption is exempt from such registration. If a registration statement is then available; (C) not in any event, an exemption from registration under Rule 144 or otherwise effect under the Securities Act not be available at the time of exercise of the Option, the stock certificates for at least two years any Option Shares issued to you will bear the following legend: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. (b) You further represent and even then will not be available unless a public market then exists for warrant that you understand the Common StockFederal, adequate information concerning state and local income tax consequences of the Company is then available granting of the Option to you, the public, and other terms and conditions acquisition of Rule 144 are complied with; and (D) there is now no registration statement on file with rights to exercise the Securities and Exchange Commission Option with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to Option Shares, the exercise of this option under the Securities Act. (v) The Optionee agrees thatOption and purchase of Option Shares, if and the subsequent sale or other disposition of any Option Shares. In addition, you understand that the Company offers will be required to withhold Federal, state or local taxes in respect of any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased compensation income realized by you upon exercise of this option for a period the Option granted hereunder. To the extent that the Company is required to withhold any such taxes, you hereby agree that the Company may deduct from any payments of 90 days after any kind otherwise due to you an amount equal to the effective date total Federal, state and local taxes required to be so withheld, or if such payments are inadequate to satisfy such Federal, state and local taxes, or if no such payments are due or to become due to you, then you agree to provide the Company with cash funds or make other arrangements satisfactory to the Company regarding such payment. It is understood that all matters with respect to the total amount of taxes to be withheld in respect of any such registration statement. By making payment upon exercise of this option, the Optionee compensation income shall be deemed to have reaffirmeddetermined by the Board of Directors in its sole discretion, as of the date of such payment, the representations made but acting in this Section 12good faith.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) I am aware of the Company’s business affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (f) I understand that any Shares purchased hereunder shall be subject to the Stockholders’ Agreement of the Company dated as of December 8, 2005, as it may be amended from time to time (“Stockholders’ Agreement”), a copy of which has been provided to me, and that it is a condition to the exercise of this option under my Option that I execute the Securities Actattached signature page of the Stockholders’ Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Stockholders’ Agreement prior to exercising the Option. (vg) The Optionee agrees thatI understand that the certificate representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY’S STOCK OPTION PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF DECEMBER 8, 2005, AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF CPG FINANCE, INC., AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (h) I have consulted my own tax advisors in connection with my exercise of this Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent tax advice. (i) I am presently an employee of the Company, offer, sell, contract or my employment has been terminated involuntarily or due to sell death or otherwise dispose of, directly or indirectly Disability (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after as defined in the effective date of such registration statement. By making payment upon exercise of this option, Plan) within the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12past 30 days.

Representations. The Optionee representsLessor and Lessee represent, warrants warrant and covenants that: certify to Beneficiary (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"Purchaser), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date hereof, as follows: (a) the Lease is presently in full force and effect; (b) the Lease has not been cancelled, terminated, modified, amended, supplemented, replaced, restated or otherwise changed, either orally or in writing, except as herein expressly provided; (c) all conditions or requirements specified in the Lease that could have been satisfied as of such paymentthe date hereof have been fully satisfied; (d) no rent under the Lease has been paid for more than the current rental period established in the Lease; (e) no default (or any event, condition or circumstance, which with notice, grace or lapse of time could constitute a default) exists under said Lease; (f) Lessee, as of this date, has no charge, lien or claim of offset under said Lease or otherwise against rents or other charges due or to become due under the representations Lease; (g) the Lease constitutes the entire agreement between the Lessee and Lessor and that Purchaser shall have no liability or responsibility with respect to any security deposit or advance rental deposit made by the Lessee except to the extent actually delivered and paid to Purchaser concurrently with Purchaser's succession in interest to the Demised Premises; (h) the only persons or entities in possession of the Demised Premises or having any right to the possession, use or occupancy of the Demises Premises (other than the record owner or holders of recorded easements) is Lessee; and (i) Lessee has no right or interest in or under any contract, option or agreement (other than as shown in the Lease) involving the sale or transfer of the Demised Premises or the expansion of the Demised Premises or extension of the term of the Lease. Lessor and Lessee further agree to execute and deliver to Beneficiary, promptly upon request of Beneficiary and without charge, a written updated certification of the representations, warranties and certifications provided in this Section 12SECTION 6 to the extent then accurate (or if any are not accurate, an explanation of the circumstances of any inaccuracy).

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's ’s account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 1933, as amended (the "“Securities Act"”), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1211.

Representations. The Optionee represents(A) I have been furnished and have carefully read the Company’s Business Plan attached as exhibits thereto, warrants and covenants including the Subscription Agreement. I am aware that: (i1) Any shares purchased There are substantial risks incident to the ownership of Preferred Shares in the Company, and such investment is speculative and involves a high degree of risk of loss by me of my entire investment in the Company; (2) No federal or state agency has passed upon exercise the Preferred Shares or made any finding or determination concerning the fairness of this option shall investment; (B) I acknowledge that I have been advised to consult my own attorney concerning the investment. (C) I acknowledge that the investment in the Company is an illiquid investment. In particular, I recognize that: (1) Due to restrictions described below, the lack of any market existing or to exist for these restricted Preferred Shares, in the event I should attempt to sell my shares in the Company, my investment will be acquired highly illiquid and, probably must be held indefinitely. (2) I must bear the economic risk of investment in the restricted Preferred Shares for an indefinite period of time, since the Preferred Shares have not been registered under the Securities Act of 1933, as amended. Therefore, the Preferred Shares cannot be offered, sold, transferred, pledged, or hypothecated to any person unless either they are subsequently registered under said Act or an exemption from such registration is available and the favorable opinion of counsel for the Optionee's account Company to that effect is obtained, which is not anticipated. (3) My right to transfer my Preferred Share(s) will also be restricted as provided in this Subscription Agreement. (D) I represent and warrant to the Company that: (1) I have carefully reviewed and understand the risks of, and other considerations relating to, a purchase of the restricted Preferred Shares, including the risks set forth in this Agreement. (2) I and my investment advisors, if any, have been furnished all materials relating to the Company and its proposed activities, the offering of Preferred Shares, or anything set forth in the Business Plan which they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any representations or information set forth in the Business Plan; (3) The Company has answered all inquiries that I and my investment advisors, if any, have put to it concerning the Company and its proposed activities and the offering and sale of the Preferred Share(s); (4) Neither I nor my investment advisors, if any, have been furnished any offering literature other than the Business Plan and SEC filings and the documents that may be attached as exhibits thereto and I and my investment advisors, if any, have relied only on the information contained in the Business Plan and such exhibits and the information furnished or made available to them by the Company; (5) I am acquiring the Preferred Share(s) for which I hereby subscribe for my own account, as principal, for investment only, purposes only and not with a view toto the resale or distribution of all or any part of such Preferred Shares, and that I have no present intention, agreement or arrangement to divide my participation with others or to resell, transfer or otherwise dispose of all or any part of the Preferred Share(s) subscribed for unless and until I determine, at some future date, that changed circumstances, not in contemplation at the time of this purchase, makes such disposition advisable; (6) I, the undersigned, if on behalf of a corporation, partnership, trust, or for sale other form of business entity, affirm that: it is authorized and otherwise duly qualified to purchase and hold Preferred Shares in connection with, the Company; recognize that the information under the caption as set forth in (a) above related to investments by an individual and does not address the federal income tax consequences of an investment by any distribution of the shares in violation aforementioned entities and have obtained such additional tax advice that I have deemed necessary; such entity has its principal place of business as set forth below; and such entity has not been formed for the Securities Act specific purpose of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment acquiring Preferred Shares in the Company. (iii7) The Optionee is able to bear the economic risk I have adequate means of holding such shares acquired pursuant to the exercise of providing for my current needs and personal contingencies and have no need for liquidity in this option for an indefinite period.investment; and (ivE) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be soldI hereby adopt, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the publicaccept, and other agree to be bound by all the terms and conditions of Rule 144 are complied with; this Agreement, and (D) there is now no registration statement on file with by all of the Securities terms and Exchange Commission with respect to any stock conditions of the Articles of Incorporation, and amendments thereto, and Escrow Agreement. Upon acceptance of this Subscription Agreement by the Company, I shall become a Shareholder of the Company for all purposes, and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Actrestricted Preferred Shares subscribed shall be issued. (vF) The Optionee agrees Subscription, upon acceptance by the Company, shall be binding upon the heirs, executors, administrators, successors, and assigns of mine. (G) I hereby represent and warrant that: (1) I have either a net worth (exclusive of home, home furnishings, and automobiles) of at least ten times the amount of the investment. If a corporation, it is on a consolidated basis according to its most recent financial statement, within the above standards, and if a partnership, each partner is within the above standards. (H) I further hereby represent that either: (1) I have such knowledge and experience in business and financial matters that I am capable of evaluating the Company and proposed activities thereof, the risks and merits of investment in the Preferred Shares and of making an informed investment decision thereon, and am not utilizing a purchaser representative in connection with evaluating such risks and merits; or (2) I and the persons listed in (3) below (not affiliated with the Company) together have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investment in the shares and make an informed decision Note: If (1) is correct, cross out (2). If (2) is appropriate (1) and, if (3) below, list, and indicate professional or business relationship to the undersigned relied upon, or with whom the undersigned consulted, in evaluating the merits and risks investment in the shares. If such person is serving as a Purchaser Representative of me, have such individual(s) complete a Purchaser Representative Affidavit obtained from the Company. (3) In evaluating the merits and risks of investment in the Preferred Shares, I have relied upon the advice of, or consulted with, only the following persons (not affiliated with the Company): i. (None)_____________________________________ ii. Name ___________________________________________ Relationship (I) I HAVE / HAVE NOT previously invested in private placement securities (such as stock, equipment leasing, mineral, oil and gas, or cattle feeding syndications). (CROSS OUT INCORRECT ANSWER.) (J) I further represent and warrant: (1) That I have not distributed the Offering to anyone other than my designated Purchaser Representative. (2) That I hereby agree to indemnify the Company offers and hold the Company harmless from and against any and all liability, damage, cost, or expense incurred on account of or arising out of: i. Any inaccuracy in my declarations, representations, and warranties hereinabove set forth; ii. The disposition of any of its Common Stock the Preferred Shares which I will receive, contrary to my foregoing declarations, representations, and warranties; and iii. Any action, suit or proceeding based upon (1) the claim that said declarations, representations, or warranties were inaccurate or misleading or otherwise cause for sale pursuant obtaining damages or redress from the Company; or (2) the disposition of any of the Preferred Shares or any part thereof. (K) This Agreement shall be construed in accordance with and governed by the laws of the State of Florida, except as to a registration statement under the Securities Act, manner in which the Optionee will not, without subscriber elects to take title to Preferred Shares of the prior written consent Company which shall be construed in accordance with the State of his principal residence. (L) Upon request of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (I shall provide a "Disposition"), any shares purchased upon exercise sworn and signed copy of this option for a period of 90 days after the effective date of such registration my current financial statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents, warrants warranties and covenants thatby the Companies respecting the Companies’ Assets and the Companies’ Business. (a) the Companies have prepared and submitted one or more applications, to become a licensed producer of marijuana under the MMPR involving facilities which may be located in Kelowna, British Columbia. The Companies’ Presidents, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇ ▇▇▇▇, are listed on the application as being the senior person in charge; (b) the Companies own and possess and have good and marketable title to and possession of all of the Companies’ Assets free and clear of all actual or threatened liens, charges, options, encumbrances, voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever; (c) except for the receipt of a producer’s licenses under the MMPR, the Companies hold all licenses and permits required for the conduct in the ordinary course of the operations of the Companies’ Business and for the uses to which the Companies’ Assets have been put and are in good standing, and such conduct and uses are in compliance with all applicable laws, and other restrictions, rules, regulations and ordinances applicable to the Companies and to the Companies’ Business and the Companies’ Assets, and neither the execution and delivery of this Agreement nor the completion of the transactions contemplated hereby will give any person the right to terminate or cancel any said license or permit or affect such compliance; (d) except for liabilities which have been disclosed to the Purchaser, there are no other material liabilities, contingent or otherwise, existing on the Effective Date in respect of which the Companies may be liable on or after the completion of the transactions contemplated by this Agreement other than: (i) Any shares purchased upon exercise of liabilities disclosed or referred to in this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act.Agreement; and (ii) The Optionee has had such opportunity as he liabilities incurred in the ordinary course of business, none of which are materially adverse to the business, operations, affairs or she has deemed adequate to obtain from representatives financial conditions of the Company such information as is necessary Companies; (e) no dividend or other distribution by the Companies has been made, declared or authorized since its incorporation, and from the Effective Date up to permit and including the Optionee Closing Date the Companies has not committed to evaluate making and until the merits and risks Closing Date will not make or commit itself, without the written consent of his the Purchaser, to confer upon, or her investment pay to or to the benefit of, any entity, any benefit having monetary value, any bonus or any salary increases except in the Company.normal course of its business; (f) there is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or, to the best of the knowledge, information and belief of the Companies, after having made due inquiry, threatened against or affecting the Companies at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau or agency; (g) the Companies are not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it; (h) the Companies have not experienced, nor are the Companies aware of, any occurrence or event which has had, or might reasonably be expected to have, a materially adverse effect on the Companies’ Business, the Companies’ Assets or on the results of the Companies’ operations; (i) the Companies hold or have applied for all permits, licenses, consents and authorities issuable by any federal, provincial or municipal government or agency thereof which are necessary or desirable in connection with its operations; (j) there is not now, and there will not be by the Closing Date, any proceeding, claim or, to the best of the knowledge, information and belief of the Companies, after having made due inquiry, any investigation by any federal, provincial or municipal taxation authority, or any matters under discussion or dispute with such taxation authorities, in respect of taxes, governmental charges, assessments or reassessments in connection with the Companies, and the Companies are not aware of any contingent tax liabilities or any grounds that could result in an assessment, reassessment, charge or potentially adverse determination by any federal, provincial or municipal taxation authority as against the Companies; (k) adequate provision has been made and will be made for taxes payable by the Companies for the current period for which a tax return is not yet required to be filed and, to the best of the knowledge, information and belief of the Companies, after having made due inquiry, there are no contingent tax liabilities of the Companies or any grounds which would prompt a re-assessment of the Companies and including without limitation, the aggressive treatment of income and expenses in the filing of earlier tax returns by the Companies; (l) all amounts required to be withheld for taxes by the Companies from payments made to any present or former shareholders, officers, directors, non-resident creditors, employees, associates or consultants have been withheld and paid on a timely basis to the proper governmental body pursuant to applicable legislation; (m) the Companies’ Intellectual Property does not infringe the rights of any other person; (n) the Companies has good and marketable title to all of the Companies’ Intellectual Property, Companies’ Assets, free and clear of all encumbrances, and none of the Companies’ Business or the Companies’ Assets are in the possession of or under the control of any other person; (o) the books and records of the Companies are true and correct in every material respect, fairly reflect the business, property, the Companies’ Assets and any such books and records; (p) no payments of any kind have been made or authorized by or on behalf of the Companies to or on behalf of the Vendor or to or on behalf of any directors, officers, shareholders or employees of the Companies or under any management agreements with the Companies other than in the ordinary course of business; (q) neither the directors, officers or employees of the Companies, are now indebted or under obligation to the Companies on any account whatsoever other than in the ordinary course of business; (r) the audited balance sheets for the Companies plus any unaudited balance sheets for the Companies, together with related statements of income, cash flows and changes in shareholder’s equity for such fiscal years and interim periods ended prior to the Closing Date (the “Companies’ Financial Statements”) to be supplied on or before the Closing Date: (i) are in accordance with the books and records of the Companies; (ii) present fairly the financial condition of the Companies as of the respective dates indicated and the results of operations for such periods; and (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period.have been prepared in accordance with International Financial Reporting Standards generally accepted accounting principles; (ivs) The Optionee understands that all material transactions of the Companies and including, without limitation, all directors’ and shareholders’ resolutions, have been promptly and properly recorded or filed in the Companies’ books and records; (At) the shares acquired pursuant to present directors and officers of the exercise Companies are as follows: Name of director/officer Company Position ▇▇▇▇ ▇▇▇▇▇▇ THC Meds President and Director ▇▇▇ ▇▇▇▇ ▇▇▇▇ THC Medical President and Director (u) the Companies will have obtained all authorizations and approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the publicAgreement, and has made all filings with, any and all Regulatory Authorities, if applicable, from whom any such authorization, approval or other terms and conditions of Rule 144 are complied with; and (D) there action is now no registration statement on file required to be obtained or to be made in connection with the Securities transactions contemplated herein, and Exchange Commission with respect to any stock of the Company all such authorizations, approvals and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee other actions will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.full force and effect;

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation obligation, or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1214.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's ’s account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "“Securities Act"”), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "“restricted securities" securities within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act will not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 180 days (or such lesser period as the Company’s officers, directors and other significant stockholders may agree upon with the underwriters in such differing) after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations representations, warranties and covenants made in this Section 12.

Representations. The Optionee Company hereby represents, warrants and covenants thatto TARPON as follows: (i) Any a. There are 6,490,000,000 shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Common Stock of the Company such information authorized, of which 219,224,987 Shares of Common Stock are issued and outstanding as is necessary of April 3, 2014; b. The shares of Common Stock to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired be issued pursuant to the exercise Order are duly authorized, and when issued will be duly and validly issued, fully paid and non-assessable, free and clear of all liens, encumbrances and preemptive and similar rights to subscribe for or purchase securities; c. Upon Court approval of this option for an indefinite period. (iv) The Optionee understands that (A) Stipulation and entry of the Order, the shares acquired pursuant to the exercise of this option will not be registered exempt from registration under the Securities Act and are "restricted securities" within issuable without any restrictive legend; d. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock at least equal to the meaning number of Rule 144 shares that could be issued pursuant to the terms of the Order; e. If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order, Company shall promptly increase its authorized shares to ensure its ability to timely comply with the Order; f. The execution of this Agreement and performance of the Order by Company and TARPON will not (1) conflict with, violate or cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the Securities Act; account receivables comprising the Claims, or (B2) such shares canrequire any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not be soldalready been obtained; g. Without limitation, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) Company hereby waives any provision in any eventagreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; h. The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; i. The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company (including a majority of its independent directors), and this Agreement has been duly executed and delivered by Company; j. Company did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company’s common stock or other securities; k. There has been no modification, compromise, forbearance, or waiver entered into or given by the Company with respect to the Claims. There is no action based on the Claims by the Company that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal proceeding; l. There are no taxes due, payable or withholdable as an exemption incident of Seller’s provision of goods and services, and no taxes will be due, payable or withholdable as a result of settlement of the Claims; m. [reserved] n. To the best of the Company’s knowledge, no Seller is, directly or indirectly, utilizing any of the proceeds received from registration under Rule 144 TARPON for selling the Claims to provide any consideration to or otherwise under invest in any manner in the Securities Act Company or any affiliate of the Company; o. Company has not be available for at least two years and even then will not be available unless received any notice (oral or written) from the SEC or Principal Market regarding a public market then exists for halt, limitation or suspension of trading in the Common Stock; and p. No Seller will, adequate information concerning the Company is then available to the publicdirectly or indirectly, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to receive any stock of the Company and the Company has no obligation consideration from or current intention to register be compensated in any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Actmanner by, the Optionee will notCompany, without the prior written consent or any affiliate of the Company, offerin exchange for or in consideration of selling the Claims. q. Company acknowledges that TARPON or its affiliates may from time to time, sellhold outstanding securities of the Company, contract including securities which may be convertible in shares of the Company’s common stock at a floating conversion rate tied to sell or otherwise dispose ofthe current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, directly or indirectly (including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company’s executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a "Disposition")potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such transaction is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. TARPON hereby represents, any shares purchased upon exercise warrants and covenants to Company as follows: a. It is the owner of the Claims; b. It is a limited liability company duly filed and in good standing under the laws of Connecticut, and c. The execution, delivery and performance of this option for a period Stipulation by TARPON has been duly authorized by all requisite action on the part of 90 days after the effective date of such registration statement. By making payment upon exercise of TARPON, and this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Stipulation has been duly executed and delivered by TARPON.

Representations. The Optionee represents, warrants and --------------- covenants that: (i) Any shares Shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, to or for the sale in connection with, with any distribution of the shares Shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares Shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares Shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares Shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees agrees, that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares Shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1214.

Representations. 4.1 The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise offer of this option shall be acquired for Agreement by the Optionee's account for investment only, and Borrower was not with a view to, made to the Lender or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from its representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear United States and, at the economic risk of holding such shares acquired pursuant time the Lender's buy order was made to the exercise of this option for an indefinite period.Lender, the Lender and its representatives were outside the United States; (iv4.2 The Lender is not a U.S. Person, as defined in Rule 902(k) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (Dl) there is now no registration statement on file with (copies attached) of Regulation S as promulgated by the U.S. Securities and Exchange Commission with respect ("SEC"); 4.3 The Lender is not and will not be purchasing the Note or any Shares for the account or benefit of any U.S. Person; 4.4 The activities of the Lender contemplated hereunder are not part of any scheme to avoid the registration requirements of the U.S. Securities Act; 4.5 The Lender has no intention to distribute, and shall not transfer, either directly or indirectly, any interest in this Agreement, the Note or the Shares to any stock of person within the Company and the Company has no obligation United States or current intention to register any shares acquired U.S. persons except pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a an effective registration statement under the U.S. Securities Act, or an exemption therefrom; 4.6 The Lender agrees that any resale of any interest in this Agreement, the Optionee Note and any Shares will notbe made only in accordance with the provisions of SEC Regulation S, pursuant to registration under the U.S. Securities Act and applicable state securities laws, or pursuant to an available exemption from such registration, and agrees not to engage in hedging transactions with regard to the Borrower's securities unless incompliance with the U.S. Securities Act; 4.7 all certificates evidencing the Lender's interests in the Note and underlying Shares shall bear the following legend, to which this Agreement is also subject: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT"; 4.8 All certificates evidencing the Lender's Note shall also bear the following legend: "THIS NOTE AND ANY SHARES TO BE ISSUED UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE ACT, AND THIS NOTE MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. EACH PERSON EXERCISING THIS NOTE WILL BE REQUIRED TO GIVE: (A) WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON AND THE NOTE IS NOT BEING EXERCISED ON BEHALF OF A U.S. PERSON; OR (B) A WRITTEN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE NOTE AND THE SECURITIES DELIVERED UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE ACT OR ARE EXEMPT FROM REGISTRATION THEREUNDER. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT." 4.9 The Lender and the Borrower hereby agree that the Borrower shall not be bound by, and shall refuse to register, any transfer of this Agreement, the Note and any Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act and applicable state securities laws, or pursuant to an available exemption from such registration. 4.10 The Lender represents that the Note constitutes certain restructured debt previously owed by the Borrower to the Lender pursuant to Promissory Notes dated (i) November 7, 2000 ($255,684.93, plus accrued interest of $17,006.82); (ii) November 7, 2000 ($250,000 plus accrued interest of $16,628.69); (iii) December 21, 2000 ($51,000 plus accrued interest of $2,743.34); (iv) February 14, 2001 ($200,000 plus accrued interest of $7,618.92) and License and Distribution Agreements dated (v) November 1, 2000 ($50,000 plus accrued interest of $2,888.26); and (vi) November 30, 2000 ($50,000 plus accrued interest of $2,533.56) and that, upon repayment by the Borrower of the Note in full pursuant to its terms, all such previous debt plus accrued interest thereon shall have been repaid in full and thereby extinguished. The Promissory Notes are hereby cancelled and debt owed pursuant to the License and Distribution Agreements cancelled, and the Lender shall deliver to the Borrower the original, signed Promissory Notes no later than ten (10) days after the date of this Convertible Loan Agreement. 4.11 Borrower shall not sell, withdraw, pledge, substitute or otherwise dispose of all or any part of the Collateral without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Lender.

Representations. The Optionee represents, warrants and covenants that: (a) CSIM (i) Any shares purchased upon exercise is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Sub-Adviser; (v) has met and will seek to continue to meet for so long as this option shall Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be acquired met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Sub-Adviser (1) of the occurrence of any event that would disqualify CSIM from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise or (2) if the Fund has ceased to qualify as a regulated investment company under Subchapter M of the Code. (b) The Fund is and will continue to be the owner of all assets for which CSIM delegates investment discretion to Sub-Adviser from time to time, and there are and will continue to be no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such assets. (c) The Trustees have approved the appointment of Sub-Adviser pursuant to this Agreement. (d) CSIM is establishing and will be maintaining the Fund’s account with Sub-Adviser solely for the Optionee's account for investment only, purpose of investing the relevant assets and not with a view toto obtaining information regarding investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and CSIM and its employees, officers and directors shall not use account information in order to effect securities transactions based upon such information or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Actto provide such information to another party. (iie) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives the execution and delivery of this Agreement and the consummation of the Company such information as is transactions contemplated by this Agreement have been duly authorized by all necessary to permit corporate action by CSIM and when so executed and delivered, this Agreement will be the Optionee to evaluate the merits valid and risks binding obligation of his or her investment CSIM in the Companyaccordance with its terms. (iiif) The Optionee Sub-Adviser (i) is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for registered as an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered investment adviser under the Securities Advisers Act and are "restricted securities" will continue to be so registered for so long as this Agreement remains in effect; (ii) is not an affiliated person of CSIM or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iv) has appointed a Chief Compliance Officer under Rule 144 under 206(4)-7 of the Securities Advisers Act; (Bv) such shares cannot be soldhas adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, transferred or otherwise disposed detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of unless they are subsequently registered under any material violations relating to the Securities Act or an exemption from registration is then availableFund to CSIM; (Cvi) has met and will seek to continue to meet for so long as this Agreement remains in effect, any eventother applicable federal or state requirements, an exemption from registration under Rule 144 or otherwise under the Securities Act not applicable requirements of any regulatory or industry self-regulatory agency necessary to be available for at least two years met in order to perform the services contemplated by this Agreement; (vii) has the authority to enter into and even then will not be available unless a public market then exists for perform the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied withservices contemplated by this Agreement; and (Dviii) there is now no registration statement on file with will promptly notify CSIM (1) in the Securities and Exchange Commission with respect to any stock event that Subadviser becomes an affiliated person of CSIM or of the Company and Fund within the Company has no obligation or current intention to register meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any shares acquired event that would disqualify Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the exercise 1940 Act, (3) if it believes that the Fund has ceased to qualify as a regulated investment company under Subchapter M of this option under the Securities ActCode, and (4) of any material fact known to Sub-Adviser respecting or relating to Subadviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Sub-Adviser contained therein that becomes untrue in any material respect. (vg) The Optionee agrees Sub-Adviser has provided CSIM with a copy of a document intended to address the disclosures specified in Form ADV Part 2A. CSIM acknowledges that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under Rule 204-3 under the Securities Advisers Act, as amended, to the Optionee extent Sub-Adviser’s only clients are registered investment companies, Sub-Adviser is not required to file a Form ADV, Part 2A, with the SEC. (h) Sub-Adviser will notpromptly notify CSIM of any changes in the controlling shareholder, without in the prior written consent key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Sub-Adviser, or if there is otherwise an actual change in control or management of Sub-Adviser. (i) the execution and delivery of this Agreement and the consummation of the Companytransactions contemplated by this Agreement have been duly authorized by all necessary corporate action by Sub-Adviser and when so executed and delivered, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise this Agreement will be the valid and binding obligation of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made Sub-Adviser in this Section 12accordance with its terms.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution I am aware of the shares in violation of Company’s business affairs and financial condition and have acquired sufficient information about the Securities Act of 1933 (Company to reach an informed and knowledgeable decision to acquire the "Securities Act"), or any rule or regulation under the Securities ActShares. (iib) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of I understand that the Company such information as is necessary to permit the Optionee to evaluate the merits Shares may be “restricted securities” under applicable U.S. federal and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired state securities laws and that, pursuant to these laws, I must hold the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (c) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (d) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (e) I understand that any Shares purchased hereunder shall be subject (if not previously terminated) to the Securityholders’ Agreement of the Company dated as of December 23, 2003, as it may be amended from time to time (“Securityholders’ Agreement”), a copy of which has been provided to me, and that it is a condition to the exercise of this option my Option that I execute the attached signature page of the Securityholders’ Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Securityholders’ Agreement prior to exercising the Option. (f) I understand that the certificate representing the Shares, unless registered under the Securities ActAct of 1933, as amended, will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A SECURITYHOLDERS’ AGREEMENT DATED AS OF DECEMBER 23, 2003, AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF HORSEHEAD HOLDING CORP., AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (vg) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon I have consulted my own tax advisors in connection with my exercise of this option Option and I am not relying upon the Company for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12any tax advice.

Representations. The Optionee representsHolder hereby represents and warrants to the Company as follows. Holder is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act of 1933, warrants as amended (the “1933 Act”). Holder is a sophisticated investor having such knowledge and covenants that: experience in business and investment matters that Holder is capable of protecting Holder’s own interests in connection with the acquisition, exercise or disposition of this Warrant. Holder is fully aware of: (i) Any shares purchased the highly speculative nature of an investment in the Warrant (and the Shares issuable hereunder); (ii) the potential financial hazards involved; and (iii) the lack of liquidity of the Warrant (and the Shares issuable hereunder) and the restrictions on transferability of the Warrant (and the Shares issuable hereunder). Holder is aware that this Warrant and the Shares are being, or will be, issued to Holder in reliance upon exercise of Holder’s representation in this option shall Section 4 and that such securities are restricted securities that cannot be acquired publicly sold except in certain prescribed situations. Holder is acquiring the Warrant for the Optionee's its own account for investment only, purposes only and not with a view to, or for sale the resale in connection with, any distribution “distribution” thereof for purposes of the shares 1933 Act in violation of the Securities Act securities laws. Holder has no present intention of 1933 (the "Securities Act"), selling or otherwise disposing of all or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives portion of the Company such information as Warrant or the Shares issuable hereunder. Holder is necessary to permit aware of the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning provisions of Rule 144 promulgated under the Securities Act; (B) 1933 Act and of the conditions under which sales may be made thereunder. Holder has received such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning about the Company is then available as Holder deems reasonable, has had the opportunity to ask questions and receive answers from the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission Company with respect to its business, assets, prospects and financial condition and has verified any stock of answers Holder has received from the Company with independent third parties to the extent Holder deems necessary. The Holder of this Warrant, by acceptance hereof, acknowledges this Warrant and the Company has no obligation Shares to be issued upon exercise hereof or current intention to register conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any shares acquired pursuant to other party, and for investment, and that the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee Holder will not, without the prior written consent of the Company, not offer, sell, contract to sell or otherwise dispose of, directly of this Warrant or indirectly (a "Disposition"), any shares purchased Shares to be issued upon exercise of this option for hereof or conversion thereof except under circumstances that will not result in a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as violation of the date 1933 Act or any state securities laws. Neither the Company nor any of such paymentits managers, members, or officers have made any representations to Holder regarding the representations made in this Section 12advisability of the transaction described herein.

Representations. The Optionee represents, warrants and covenants that:Recipient represents to the Company the following: ​ (ia) Any shares purchased upon exercise of this option shall be Recipient is familiar with the Company’s business affairs and financial condition and has acquired for sufficient information about the Optionee's account Company to reach an informed and knowledgeable decision to acquire the Common Stock underlying the Rights. Recipient is acquiring the Common Stock issuable hereunder for investment only, for his or her own account only and not with a view to, or for sale resale in connection with, any distribution of “distribution” thereof within the shares in violation meaning of the Securities Act. ​ (b) Recipient understands that the shares of Common Stock issuable hereunder have not been registered under the Securities Act by reason of 1933 a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Recipient’s investment intent as expressed herein. (c) Recipient understands that, in addition to the "restrictions set forth in this Agreement, the shares of Common Stock issuable hereunder are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Recipient must ​ ​ ​ ​ hold such shares indefinitely unless they are registered with the Securities Act"and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Recipient acknowledges that the Company has no obligation to register or qualify the shares of Common Stock issuable hereunder for resale. Recipient further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the shares of Common Stock issuable hereunder, and requirements relating to the Company which are outside of Recipient’s control, and which the Company is under no obligation and may not be able to satisfy. ​ (d) Recipient understands that Recipient may suffer adverse tax consequences as a result of Recipient’s acquisition, holding or disposition of the Rights and/or the shares of Common Stock issuable hereunder. Recipient represents that Recipient has consulted any tax consultants Recipient deems advisable in connection with the acquisition, holding and disposition of the Rights and the shares of Common Stock issuable hereunder (or has knowingly chosen not to consult a tax advisor) and that Recipient is not relying on the Company or its employees, officers, directors, attorneys or accountants for any tax advice. ​ (e) [Accredited Investor Version: Financial Status. (i) Recipient is an Accredited Investor (as defined in Rule 501(a)(3), (4), (5), (6), (7) or any rule or regulation (8) of Regulation D promulgated under the Securities Act.) because, (A) Recipient’s individual net worth or joint net worth with Recipient’s spouse at the time of the execution of this Agreement is in excess of $1,000,000, (B) Recipient had an individual income in excess of $200,000 in each of the two (2) most recent years or joint income with Recipient’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year or (C) Recipient is an executive officer or director of the Company or its subsidiaries. ​ (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Recipient is able to bear the economic risk of holding such shares acquired pursuant to an investment in the exercise of this option Common Stock for an indefinite periodperiod of time, has adequate means of providing for his or her current financial needs and personal contingencies, has no need for liquidity in the investment in the Common Stock, understands that Recipient may not be able to liquidate his or her investment in the Company in an emergency, if at all, and can afford a complete loss of the investment. ​ (iii) Recipient has delivered to the Company an executed Confidential Investment Qualification Questionnaire in the form(s) attached hereto as Exhibit B. The information contained therein is complete and accurate in all material respects.] ​ (f) [Alternative Version: Purchaser Representative; Sophistication; Financial Status. (i) Representative. Recipient hereby acknowledges and consents to the appointment of ▇▇▇▇▇▇ ▇▇▇▇▇▇ to act as Recipient’s “purchaser representative” in connection with evaluating the merits and risks of the issuance of Rights (and underlying Shares) hereunder (the “Representative”). Recipient has received from ▇▇▇▇▇▇ ▇▇▇▇▇▇ a letter describing any ​ ​ ​ ​ material relationship between he and the Company and its affiliates, which has existed during the last two years or is contemplated to exist in the future. ​ (ii) Representative is an Accredited Investor (as defined in Rule 501(a)(3), (4), (5), (6), (7) or (8) of Regulation D promulgated under the Securities Act) because, (A) Representative’s individual net worth or joint net worth with Representative’s spouse at the time of the execution of this Agreement is in excess of $1,000,000, (B) Representative had an individual income in excess of $200,000 in each of the two (2) most recent years or joint income with Representative’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year or (C) Representative is an executive officer or director of the Company or its subsidiaries. ​ (iii) Representative has delivered to the Company an executed Confidential Investment Qualification Questionnaire in the form(s) attached hereto as Exhibit B. The information contained therein is complete and accurate in all material respects. ​ (iv) The Optionee understands that (A) Recipient is able to bear the shares acquired pursuant to economic risk of an investment in the exercise Common Stock for an indefinite period of this option will not be registered under time, has adequate means of providing for his or her current financial needs and personal contingencies, has no need for liquidity in the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) investment in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning understands that Recipient may not be able to liquidate his or her investment in the Company is then available to the publicin an emergency, if at all, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock can afford a complete loss of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act.investment. ​ (v) The Optionee agrees that, if Recipient has such knowledge and experience in financial and business matters that Recipient: (i) is capable of evaluating the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent merits and risks of the Company, offer, sell, contract to sell transactions contemplated by the issuance of the Rights (and underlying Shares) hereunder; or otherwise dispose of, directly or indirectly (a "Disposition"ii)if Recipient does not have the knowledge and experience described in the preceding clause (i), any shares purchased Recipient has relied upon exercise of this option for a period of 90 days after the effective date of and believes that Representative has such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12knowledge and experience.]

Representations. The Optionee representsIt is the understanding of the Company, and the --------------- Investor hereby represents and warrants and covenants to the Company with respect to the Investor's purchase of Series A Preferred Stock hereunder that: (ia) Any shares purchased upon exercise The execution of this option shall be acquired Agreement has been duly authorized by all necessary action on the part of the Investor, has been duly executed and delivered by the Investor, and constitutes a valid, binding agreement of the Investor, enforceable in accordance with its terms. (b) The Investor is acquiring the Series A Preferred Stock for the Optionee's account its own account, for investment onlyinvestment, and not with a view to, or for sale in connection with, to any distribution "distribution" thereof within the meaning of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (iic) The Optionee Investor understands that because the Series A Preferred Stock has had such opportunity as he not been registered under the Securities Act, it cannot dispose of any or she has deemed adequate to obtain from representatives all of the Company Series A Preferred Stock unless such information securities are subsequently registered under the Securities Act or exemptions from such registration are available. The Investor understands that each certificate representing the Series A Preferred Stock will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act. These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold or otherwise transferred without an effective registration statement for such securities under the Act or the availability of an exemption from such registration requirements. (d) The Investor is sufficiently knowledgeable and experienced in the making of special situation investments so as is necessary to permit the Optionee be able to evaluate the risks and merits and risks of his or her its investment in the Company. (iii) The Optionee , and is able to bear the economic risk of holding such shares acquired pursuant to loss of its investment in the exercise of this option for an indefinite periodCompany. (ive) The Optionee understands Investor has been advised that (A) none of the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently Series A Preferred Stock has been registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years "blue sky" laws of any jurisdiction and even then will not be available unless a public market then exists for that the Common StockCompany, adequate information concerning in issuing the Company Series A Preferred Stock is then available to relying upon, among other things, the public, representations and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock warranties of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of Investor contained in this option under the Securities ActSection 7. (vf) The Optionee agrees thatNo broker, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Actfinder, the Optionee will not, without the prior written consent agent or similar intermediary has acted on behalf of the CompanyInvestor in connection with this Agreement or the transactions contemplated hereby and there are no brokerage commissions, offer, sell, contract to sell finder's fees or otherwise dispose of, directly similar fees or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after commissions payable by the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made Investor in this Section 12connection therewith.

Representations. The Optionee represents, Borrower represents and warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands Lenders that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of this amendment and as of the date of Borrower's Acquisition of IMS: 7.1 All representations and warranties in the Loan Documents are true and correct in all material respects except to the extent that (i) any of them speak to a different specific date, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement or this amendment; 7.2 No Material Adverse Event, Default or Potential Default exists; 7.3 With respect to Borrower's Acquisition of IMS: (i) the making and performance of the related acquisition agreements, and all other agreements, documents, and actions required thereunder, will not violate any provision of any Laws, except where such paymentviolation could not be a Material Adverse Event, and will not violate any provisions of the Constituent Documents of any Company, or constitute a default under any agreement by which any Company or its respective property may be bound, except where such default could not be a Material Adverse Event; (ii) after giving effect to this amendment (A) no event has occurred or circumstance SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT 18 exists which would, upon the lapse of any grace or cure period in SECTION 11.2, result in a Default, or (B) no Default shall exist or occur as a result of, and after giving effect to, Borrower's Acquisition of IMS; (iii) after Borrower's Acquisition of IMS, IMS shall be a Wholly-Owned Subsidiary of Borrower; (iv) the representations and warranties set forth in the Loan Documents are (or will be) true and correct in all material respects, immediately prior to, and after giving effect to, the representations made in this Section 12Acquisition of IMS, and the transactions contemplated thereby; and (v) after giving effect to Borrower's Acquisition of IMS, the Companies, on a consolidated basis, are Solvent.

Representations. The Optionee represents, undersigned hereby additionally represents and warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired The undersigned is purchasing for the Optionee's his/her/its own account for investment only, and not on behalf of any other person. EXHIBIT 10.2 - continued (ii) The undersigned will not sell or assign the Securities except in accordance with a view to, or for sale in connection with, any distribution of the shares in violation provisions of the Securities Act of 1933 (the "Securities Act")1933, as amended, or any rule or regulation pursuant to the registration Requirements under the Securities Act. (ii) The Optionee has had , or pursuant to an available exemption under the Act such opportunity as he or she has deemed adequate to obtain Rule 144, which requires a prior holding period of not less than one year from representatives date of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Companypurchase. (iii) The Optionee undersigned, in evaluating the merits and risks of this investment, has determined that this investment is suitable for the undersigned's participation, and the undersigned has received and reviewed all pertinent documents requested by the undersigned. (iv) Share certificates shall bear an appropriate restrictive legend that restricts the further sale or assignment of the Securities except in accordance with the foregoing provisions set forth above. (v) The undersigned is aware that there is no public market for the Company's Securities that the transfer of Securities is subject to certain restrictions according to law and that, as a consequence, it may not be possible for the undersigned to liquidate the Securities, which may have to be held indefinitely, which makes this offering an illiquid investment. (vi) The undersigned is able to bear the economic risk of holding the investment and has such shares acquired pursuant business or financial experience as to be capable of evaluating the exercise merits and risks of this option for an indefinite periodinvesting in the Company. (ivvii) The Optionee understands undersigned is aware that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) investment in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available involves certain material risks. (viii) The undersigned, in evaluating the merits and risks of an investment in the Securities, has been encouraged to seek the publicadvice of his or her own personal tax and legal counsel, and other terms has not relied upon any representations concerning this investment. (ix) The undersigned has had the opportunity to personally ask questions of and conditions of Rule 144 are complied with; receive answers from duly qualified agents and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock representatives of the Company and to verify the Company has no obligation or current intention to register any shares acquired pursuant to the exercise accuracy and completion of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of all material information about the Company, offerits business, sellofficers, contract to sell or otherwise dispose ofdirectors and founders, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after and the effective date of such registration statement. By making payment upon exercise of this option, terms and conditions under which the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Securities are being acquired.

Representations. The Optionee represents(a) Seller, warrants and covenants represents that, unless otherwise herein stated, as of the date hereof: (i) Any shares purchased upon exercise Schedule C represents a true, accurate and complete list in all material respects of this option shall (A) all Space Tenants; (B) the current base rent and (C) the security deposits presently held by Seller. Other than the Space Tenants (and parties claiming rights under Space Leases, including sublessees, licensees, assignees and concessionees) no party has any right to possess or use the Premises except as may be acquired for contemplated by the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities ActPermitted Exceptions. (ii) The Optionee Except as set forth on Schedule C hereof, the Spaces Leases are in full force and effect. Seller has had such opportunity not received notice of any unfulfilled obligations as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary security deposits to permit the Optionee to evaluate the merits and risks of his or her investment in the Companyprior tenants. (iii) The Optionee is able to bear Except as set forth on Schedule C, Seller has not received rents from the economic risk Space Tenants (other than security deposits) in excess of holding such shares acquired pursuant to the exercise of this option for an indefinite periodone (1) month in advance. (iv) The Optionee understands that There are no written service contracts or management agreements (the "Service Contracts") affecting the Premises or the operation or use thereof which will be binding upon Purchaser after the Closing except those which may be cancelled upon not more than thirty (30) days notice. (v) There is no litigation pending (A) between Seller, as landlord, under the shares acquired pursuant Space Leases and any Space Tenant, except as may be covered by insurance, or (B) affecting title to the exercise Premises or this Contract. (vi) Seller is, and at the Closing shall be a duly organized and validly existing Alabama corporation and authorized to do business in the state where the Property is located. The execution, delivery and performance of this option Contract in accordance with its terms, has been duly authorized by all necessary action of Seller, does not violate the articles of incorporation, by-laws, operating agreement, partnership agreement or certificate of partnership of Seller, or any contract, agreement, commitment, order, judgment or decree to which Seller is a party or by which it, or the Premises, are bound, or result in the creation of any lien, charge or encumbrance upon the Premises or any part thereof. This Contract has been duly executed by Seller and constitutes legal, valid and binding obligations of Seller. Seller will have the right, power and authority to make and perform its obligations under this Contract without the need for governmental approval, consent or filing and this Contract shall be a valid and binding obligation of Seller enforceable against Seller in accordance with its terms. (vii) Seller is not be registered under the Securities Act and are a "restricted securitiesforeign person" within the meaning of Rule 144 Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"). (viii) Seller has not received written notice of any condemnation proceedings, eminent domain proceedings, proceedings to change the zoning or similar actions or proceedings which are pending against the Premises or any part thereof. (ix) There are no employees of Seller at the Properties for which Purchaser shall be responsible after the Closing. (x) The principal balance as of June 30, 1997 of the Existing Mortgage is set forth on Schedule E attached hereto. The Lender is not holding escrow deposits other than any deposits for real estate taxes and/or insurance. (xi) The Loan Documents constitute all the documents which are material in connection with the Existing Mortgage. Seller shall not modify the Loan Documents during the term of this Contract without the consent of Purchaser or voluntarily and knowingly cause a monetary or other material default under the Securities Act; Loan Documents which is not cured within any applicable grace period. (Bxii) Neither Seller nor any of its affiliates as described in Sections 414(b), (c) and (m) of the Code ("Affiliates") has incurred any liability which could subject Purchaser or any asset to be acquired by Purchaser pursuant to this Contract to any lien or material liability under Section 302(f), 4062, 4063, 4064, 4201 or 4301(b) of ERISA or Section 401(a)(29) or 412 of the Code. (b) As used herein items in the "possession" of Seller or "received" by Seller shall mean only writings actually delivered into the possession of Seller (at the New York City office of DRA Advisors, Inc.) and shall not include writings addressed to Seller but sent or delivered to the Space Tenants or other third parties or to other locations. (c) The representations contained in subsection (a) above shall survive for a period of six (6) months following the Closing Date, and any claim by Purchaser in connection therewith must be made within such shares cansix (6) month period. Notwithstanding anything to the contrary, any representation which results in a reduction of the Purchase Price pursuant to subparagraph (e) below shall not survive the Closing. (d) Subject to the succeeding provisions of this subparagraph (d) and of subparagraph (e) below, if any representation of Seller shall fail to be soldtrue, transferred Purchaser's sole remedy (prior to the Closing) shall be to terminate this Contract and receive the return of the Deposit, and upon the receipt of same this Contract shall be null and void and of no further force or otherwise disposed of unless they are subsequently registered under effect and neither party shall have any rights or obligations against or to the Securities Act or an exemption from registration is then available; (C) other. Seller shall, in any event, an exemption from registration under Rule 144 or otherwise under have the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available option (i) to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock rescind Purchaser's termination of the Company Contract and adjourn the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option Closing for a period not to exceed sixty (60) days in order to make such representation true, or (ii) unless Purchaser waives all liability of 90 days after the effective date Seller by reason of such registration statementuntrue representation, to terminate this Contract and promptly return the Deposit to Purchaser, and upon the making of such return this Contract shall be null and void and of no further force or effect and neither party hereto shall have any rights or obligations against or to the other. By making payment upon exercise of this optionIf Purchaser waives such liability, then in such event, the Optionee Closing shall take place without abatement or reduction in the Purchase Price. If the Closing shall take place without Purchaser making an objection (by notice delivered at the Closing) to an untrue representation of which Purchaser shall have knowledge, Purchaser shall be deemed to have reaffirmed, as waived all liability of Seller by reason of such untrue representation. The untruth of any non-material representation of Seller shall not affect the rights and obligations of the date parties hereto. (e) The provisions of subparagraph (d) hereof to the contrary notwithstanding, if any representations shall fail to be true and such representations can be made true by the payment of a sum of money only, and if both (i) such representation(s) can reasonably be expected to be made true within a period of sixty (60) days and (ii) the sum of money requited to make such representation(s) true shall not exceed Two Hundred Fifty Thousand and 00/100 ($250,000.00) Dollars in the aggregate (the "Maximum Representation Expense"), then, and in such event, Seller agrees to (i) adjourn the Closing for the period required to make such representations true and to expend (or, at Seller's election, to obligate itself to expend by indemnity agreement, bond or any other manner) an amount not to exceed the Maximum Representation Expense, or (ii) indemnify Purchaser, in an amount not to exceed the Maximum Representation Expense, from any damage, cost, expense or claim that Purchaser may incur as a result of such paymentuntrue representation. Notwithstanding the provisions of the preceding sentence, Purchaser may at any time accept such title as Seller can convey notwithstanding the existence of any such untrue material representation(s) without reduction of the Purchase Price or any credit or allowance on account thereof or any claim against Seller; provided, however, if there shall be any untrue material representation(s) which can be made true by the payment of a sum of money only which exceeds the Maximum Representation Expense or which can be made true by the payment of less than the Maximum Representation Expense but not within the available time and Seller elects not to, or cannot, make such material representation(s) true within the available time, then if Purchaser elects to accept such title as Seller can convey, the Purchase Price shall be reduced by the lesser of the sum of money required to make such representations true, or the Maximum Representation Expense. The acceptance of the Deeds by Purchaser shall be deemed to be a full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Contract, except those, if any, which are herein specifically stated or made to survive the Closing and Seller shall have no further liability with respect to such untrue material representation(s). (f) Following the Closing, Seller agrees to maintain at least $50,000.00 in this Section 12its operating account until the end of the calendar year in which the Closing occurs, it being understood that such amount shall not be deemed to be the limit of Seller's liability, if any, after the Closing Date.

Representations. The Optionee represents, undersigned hereby represents and warrants and covenants thatto the Company as follows: (i) 1. Any shares purchased upon exercise purchase of this option shall the Shares would be acquired solely for the Optionee's account for investment only, of the undersigned and not for the account of any other person or with a view toto any resale, fractionalization, division, or for sale distribution thereof. 2. The information contained herein is complete and accurate and may be relied upon by the Company, and the undersigned will notify the Company immediately of any material change in connection withany of such information occurring prior to the closing, if any, with respect to the purchase of Shares by the undersigned or any distribution co-purchaser. 3. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the shares undersigned as reported in violation this Questionnaire. 4. The undersigned acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the Securities Act Prospectus forming a part of 1933 the Registration Statement (as such terms are defined in the "Securities Act"), or any rule or regulation under Stock Purchase Agreement to which this Questionnaire is attached) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Securities Act. (ii) and Exchange Commission or until the Company has amended or supplemented such Prospectus. The Optionee has had undersigned is aware that, in such opportunity as he or she has deemed adequate event, the Shares will not be subject to obtain from representatives ready liquidation, and that any Shares purchased by the undersigned would have to be held during such suspension. The overall commitment of the Company undersigned to investments which are not readily marketable is not excessive in view of the undersigned’s net worth and financial circumstances, and any purchase of the Shares will not cause such information as is necessary commitment to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) become excessive. The Optionee undersigned is able to bear the economic risk of holding such shares acquired pursuant to an investment in the exercise of this option for an indefinite periodShares. (iv) 5. The Optionee understands that (A) undersigned has carefully considered the shares acquired pursuant potential risks relating to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and a purchase of the Company Shares, and fully understands that the Shares are speculative investments which involve a high degree of risk of loss of the undersigned’s entire investment. Among others, the undersigned has no obligation or current intention to register any shares acquired pursuant to carefully considered each of the exercise of this option risks described under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of headings “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended July 2, offer2005 and the Company’s Quarterly Reports on Form 10-Q for the quarter ended October 1, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 122005.

Representations. The Optionee representsIn connection with the exercise of the Option, warrants and covenants thatGrantee hereby represents to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for Grantee is acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. Grantee acknowledges that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) Grantee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) Grantee understands that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, he or she must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. Grantee acknowledges that the Company has no obligation or current intention to register or qualify the Shares for resale. Grantee further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of Grantee’s control, and which the Company is under no obligation to and may not be able to satisfy. (d) Grantee understands that there is no public market for the Shares, that no market may ever develop for them and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired other federal, state or other governmental agency. (e) Grantee understands that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the applicable Award Agreement pursuant to which the Option has been granted are incorporated herein by reference. (f) Grantee understands that the certificate (if any) representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SHARES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE STOCK OPTION AWARD AGREEMENT, DATED BETWEEN AND TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. SUCH REPURCHASE RIGHT IS BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” (g) Grantee has consulted his or her own tax advisors in connection with the exercise of this option under Option and is not relying upon the Securities ActCompany for any tax advice. (vh) The Optionee agrees that, if Grantee is presently an employee of the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of was an employee within 90 days after the effective date of such registration statement. By making payment upon prior to exercise of this option, the Optionee shall be deemed (one year if Grantee is no longer an employee due to have reaffirmed, as of the date of such payment, the representations made in this Section 12death or Disability).

Representations. The Optionee representsCompany represents and warrants to, warrants and covenants that:agrees with, each Agent as of the Commencement Date (as hereinafter defined), as of each date on which you solicit offers to purchase Notes, as of each date on which the Company accepts an offer to purchase Notes (including any purchase by an Agent as principal pursuant to a Terms Agreement or otherwise), as of each date the Company issues and sells Notes and as of each date the Registration Statement or the Basic Prospectus is amended or supplemented, as follows (it being understood that such representations and warranties shall be deemed to relate to the Registration Statement, the Basic Prospectus and the Prospectus, each as amended or supplemented to each such date): (1) The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission; (2) the Company meets the requirements for use of Form S-3 under the Securities Act and has not been notified by the Commission of any objection to the use of the automatic shelf registration statement on Form S-3; and (3) other than any preliminary prospectus, the Prospectus, and any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Securities Act, the Company (including its agents and representatives, other than Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy any Notes (each such communication by the Company or its agents and representatives being referred to herein as a “Issuer Free Writing Prospectus”) other than, in respect of any particular issue of Notes, (i) Any shares purchased upon exercise of this option shall be acquired for a term sheet agreed between the Optionee's account for investment only, Company and not with the relevant Agents containing solely a view to, or for sale in connection with, any distribution description of the shares offered Notes (a “Term Sheet”) and (ii) any written communication approved in violation writing in advance by the relevant Agents (each such document being referred to in clauses (i) and (ii) herein as a “Specified Issuer Free Writing Prospectus”). (1) (i) At the respective times the Registration Statement and each amendment thereto became effective, including at each deemed effective date with respect to the Agents pursuant to Rule 430B(f)(2) under the Securities Act and at the Time of Delivery, the Registration Statement complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act of 1933 1939, as amended and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”); (ii) the Basic Prospectus and the Prospectus complied when filed with the Commission in all material respects with the rules and regulations under the Securities Act and the Trust Indenture Act; and (iii) each Prospectus Supplement and Specified Issuer Free Writing Prospectus, if any, complied in all material respects with the Securities Act and has been filed or will be filed in accordance with the Securities Act (to the extent required thereby); and (2) (i) at the respective times the Registration Statement and each amendment thereto became effective, including at each deemed effective date with respect to the Agents pursuant to Rule 430B(f)(2) under the Securities Act, and at the Commencement Date, the Registration Statement did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) as of any date on which the Company accepts an offer to purchase Notes (the "“Initial Sale Time”) and as of the time and date set forth in the Terms Agreement relating to an issue of Notes or, when not otherwise agreed to between the Company and the applicable Agents, the time and date when an Agent first conveys to purchasers the pricing terms of an issue of Notes set forth in the applicable Specified Issuer Free Writing Prospectus (the “Applicable Time”), the Basic Prospectus, the Prospectus Supplements and the applicable Specified Issuer Free Writing Prospectus(es), if any, all considered together (collectively, the “General Disclosure Package”) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) of its date and at the Time of Delivery, the Prospectus did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement, the General Disclosure Package or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Agent specifically for use in connection with the preparation of the Registration Statement, the General Disclosure Package and such Prospectus. (c) The documents incorporated by reference in the Basic Prospectus and the Prospectus, when they became effective or were filed with the Commission, as the case may be, comply, or will comply, as the case may be, in all material respects to the requirements of the Securities Act or the Exchange Act"), as applicable, and the rules and regulations of the Commission thereunder, as applicable, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Basic Prospectus and the Prospectus, or any rule amendment or regulation supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, as applicable, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (d) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Securities in reliance on the exemption in Rule 163 under the Securities Act, and (iv) at the Initial Sale Time, the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act. The Company agrees to pay any fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act. (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act of the Securities and (ii) as of the Initial Sale Time, the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer. (f) Each Specified Issuer Free Writing Prospectus and the Term Sheet does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The Optionee has had such opportunity as he foregoing sentence does not apply to statements in or she has deemed adequate omissions from any Specified Issuer Free Writing Prospectus based upon and in conformity with written information furnished to obtain from representatives the Company by any Agent specifically for use therein. (g) The financial statements and the supporting schedules included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the financial position of the Company and its subsidiaries on a consolidated basis, as at the dates indicated, and the respective results of operations for the periods specified, in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved. (h) (i) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Ohio, with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such information qualification, other than where the failure to be so qualified or in good standing, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and its subsidiaries; (ii) KeyBank National Association (“KeyBank”) its national bank subsidiary is a duly organized and validly existing national banking association under the laws of the United States, continues to hold a valid certificate to do business as such and has full power and authority to conduct its business as such; each of its other significant subsidiaries, as defined in Regulation S-X (the “Significant Subsidiaries”), is necessary duly organized and validly existing under the laws of the jurisdiction of its organization with corporate power and authority under such laws to permit conduct its business; and (iii) all of the Optionee outstanding shares of capital stock of each such subsidiary have been duly authorized and validly issued, are fully paid and non-assessable (except, with respect to evaluate any subsidiary that is a national bank, as provided by Section 55 of Title 12 of the merits United States Code. (i) Each of this Agreement and risks of his any applicable Terms Agreement has been or her investment in will be duly authorized, executed and delivered by the Company. (iiij) The Optionee is able Notes have been or will be duly authorized and established in conformity with the provisions of the relevant Indenture and any applicable Terms Agreement, and, when issued and delivered in accordance with the Indenture and delivered to bear and paid for by the economic risk purchasers thereof in accordance with this Agreement and any applicable Terms Agreement, will have been duly executed, issued and delivered by the Company and will constitute valid and binding obligations of holding such shares acquired pursuant the Company enforceable in accordance with their terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and will be entitled to the exercise benefits provided by the Indentures, the Indentures have been duly authorized, executed and delivered by the Company and qualified under the Trust Indenture Act and constitute valid and binding instruments enforceable in accordance with their terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of this option for an indefinite periodgeneral applicability relating to or affecting creditors’ rights and to general equity principles; and the Indentures conform, and the Notes of any particular issuance of Notes will conform in all material respects, to the summary descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus, as amended or supplemented to relate to such issuance of Notes. (ivk) The Optionee understands execution and delivery by the Company of this Agreement, the Notes, the Indentures and any applicable Terms Agreement, the issue and sale of the Notes and the performance by the Company of all of its obligations under this Agreement, the Notes, the Indentures and any Terms Agreement, does not require any consent, approval, authorization or order of any court or governmental agency, that (A) has not been obtained or as may be required under state blue sky laws, and the shares acquired pursuant consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action contravene or result in any violation of the provisions of the Amended and Restated Articles of Incorporation or the Regulations of the Company or any applicable statute, rule or regulation or to the exercise best of this option will not be registered under its knowledge, any order of any court or governmental agency or body having jurisdiction over the Securities Act and are "restricted securities" within Company, its subsidiaries or any of their respective properties. (l) To the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock knowledge of the Company and except as set forth in the Prospectus, there is no threatened action, suit or proceeding that could reasonably be expected to result in any material adverse change in the condition (financial or other), business or results of operations of the Company and its subsidiaries, or could reasonably be expected to materially and adversely affect the properties or assets thereof. (m) Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, there has no obligation not been any material adverse change in the condition (financial or current intention other), business or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus. (n) The Company is not and, after giving effect to register the offering and sale of the Notes and the application of the proceeds thereof as described in the General Disclosure Package and the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”). (o) Immediately after any shares acquired sale of Notes by the Company hereunder or under any applicable Terms Agreement, the aggregate amount of Notes which shall have been issued and sold by the Company hereunder or under any Terms Agreement and of any securities of the Company (other than the Notes) that shall have been issued and sold pursuant to the exercise Registration Statement will not exceed the amount of this option securities registered under the Securities ActRegistration Statement. (vp) The Optionee agrees that, if Neither the Company offers nor any of its Common Stock for sale pursuant subsidiaries nor, to a registration statement under the Securities Act, the Optionee will not, without the prior written consent knowledge of the Company, offerany director, sellofficer, contract to sell agent, employee or otherwise dispose ofaffiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (a "Disposition"the “FCPA”), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By including, without limitation, making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as use of the date mails or any means or instrumentality of such payment, the representations made interstate commerce corruptly in this Section 12.fur

Representations. The Optionee representsAs a condition to your receipt of this Restricted Stock Unit Award and the Shares to be issued in settlement thereof, warrants you represent and covenants thatwarrant the following: (ia) Any shares purchased upon exercise You are aware of the Company’s business affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to accept this option shall be acquired for Restricted Stock Unit Award; (b) You are acquiring the Optionee's account Restricted Stock Unit Award and the Shares subject thereto for investment onlyonly for your own account, and not with a view toview, or for sale resale in connection with, any distribution “distribution” thereof under Applicable Law; (c) You understand that neither the Units nor the Shares have been registered in all State jurisdictions within the United States, and that the exemption(s) from registration relied upon may depend upon your investment intent as set forth above; (d) You further understand that prior to any resale by you of the shares Shares acquired in violation settlement of these Units without registration of such resale in relevant State jurisdictions, the Securities Act Company may require you to furnish the Company with an opinion of 1933 (counsel acceptable to the "Securities Act"), Company that you may sell or any rule or regulation transfer such Shares pursuant to an available exemption under the Securities Act.Applicable Law; (iie) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of You understand that the Company such information as is necessary under no obligation to permit assist you in this process by registering the Optionee to evaluate the merits and risks of his Shares in any jurisdiction or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands by ensuring that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; and (Cf) in any eventYou further agree that as a condition to settlement of these Units, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available may require you to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect furnish contemporaneously dated representations similar to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made those set forth in this Section 1220. By your signature below, you indicate your acceptance of the terms of this Restricted Stock Unit Award, and acknowledge that you have received copies of the Plan and the prospectus, in each case as currently in effect. Date: [Date] From: [Name, Address, e-mail] To: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AG c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. Perryville Corporate Park ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ PO Box 9000 Hampton, NJ 08827-9000 Ladies and Gentlemen, I herewith exercise [number of RSUs] granted to me in the Restricted Stock Unit Award Agreement dated [date of award agreement] under the [name of plan] which entitle me to [number of shares, which number should be equal to the number of RSUs set forth above] registered shares of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AG with a par value of [ X ] Swiss francs (CHF).

Representations. The Optionee represents4.1. Investment in the Shares is Risky. I acknowledge that none of the Company’s securities, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for including the Optionee's account for investment onlyShares, are publicly traded, and not with a view tothe Company has made no representation, covenant, or agreement as to whether there will be a public market for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment its securities in the Company. (iii) The Optionee is able to future. I represent that I can bear the economic risk of holding such shares acquired pursuant to paying the exercise of this option Purchase Price for an indefinite period. (iv) The Optionee understands . I acknowledge that (A) the shares acquired pursuant to sale of the exercise of this option will Shares has not be been registered under the Securities Act and are "restricted securities" within of 1933, as amended (the meaning of Rule 144 under the “Securities Act; (B) such shares can”), and I will not be sold, transferred or otherwise disposed of able to transfer the Shares unless they are subsequently such transfer is registered under the Securities Act or an exemption from such registration is then available; (C) in . I acknowledge that the Company has made no agreements, covenants or undertakings whatsoever to register the transfer of any event, an exemption from registration under Rule 144 or otherwise of the Shares under the Securities Act not and that the Company has made no representations, warranties, or covenants whatsoever as to whether any exemption from the Securities Act, including without limitation any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144, will be available. I understand that if the exemption under Rule 144 becomes available for at least two years and even then all, it will not be available unless until at least one year after full payment of cash for the Shares (or delivery of a full-recourse note secured by adequate additional collateral), and not then unless: (a) a public trading market then exists for in the Common Stock, Company’s common stock; (b) adequate information concerning as to the Company Company’s financial and other affairs and operations is then available to the public, ; and (c) all other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with have been satisfied. I understand that the Securities and Exchange Commission with respect to any stock resale provisions of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of Rule 701will not apply until 90 days after the Company becomes subject to the reporting obligations of the Securities Exchange Act of 1934 (typically upon the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12an initial public offering).

Representations. The Optionee representsRecipient represents and warrants as follows: the Recipient hereby acknowledges that an investment in the Shares involves certain significant risks. The Recipient acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless the Shares are registered in accordance with federal and state securities laws or an exemption under such laws is available. The Recipient further acknowledges and hereby agrees that the Shares are subject to restrictions and obligations as set forth in the Subscription Agreement, warrants that the Shares are subject to forfeiture pursuant to the forfeiture provision contained in Section 3.1 thereto, and covenants that: the Insider Letter to be entered into among the Company and the other parties thereto, substantially in the form attached as Annex II hereto, and the lock-up provisions therein. The Recipient further understands that any certificates evidencing the Shares bear a legend (ias provided in the Subscription Agreement) Any shares purchased upon exercise of this option shall be acquired referring to the foregoing transfer restrictions. The Shares are being assigned solely for the Optionee's account Recipient’s own account, for investment purposes only, and are not being assigned with a view to, to or for sale in connection withthe resale, distribution, subdivision or fractionalization thereof; and the Recipient has no present plans to enter into any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act")contract, undertaking, agreement or any rule arrangement for such resale, distribution, subdivision or regulation under the Securities Act. (ii) fractionalization. The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Recipient is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option its investment for an indefinite period. period of time. The Recipient has been given the opportunity to (ivi) The Optionee understands that (A) ask questions of and receive answers from the shares acquired pursuant to Act III Sponsor and the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information Company concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; the Shares, and the business and financial condition of the Company and (Dii) there obtain any additional information that the Act III Sponsor possesses or can acquire without unreasonable effort or expense that is now no registration statement necessary to assist the Recipient in evaluating the advisability of the receipt of the Shares and an investment in the Company. The Recipient is not relying on file with any oral representation made by any person as to the Company or its operations, financial condition or prospects. The Recipient is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any Act of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed1933, as of the date of such payment, the representations made in this Section 12amended.

Representations. The Optionee representsIt is the understanding of the Company, and --------------- the Investor hereby represents and warrants and covenants to the Company with respect to the Investor's purchase of Series A Preferred Stock hereunder that: (ia) Any shares purchased upon exercise The execution of this option shall be acquired Agreement has been duly authorized by all necessary action on the part of the Investor, has been duly executed and delivered by the Investor, and constitutes a valid, binding agreement of the Investor, enforceable in accordance with its terms. (b) The Investor is acquiring the Series A Preferred Stock for the Optionee's account its own account, for investment onlyinvestment, and not with a view to, or for sale in connection with, to any distribution "distribution" thereof within the meaning of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (iic) The Optionee Investor understands that because the Series A Preferred Stock has had such opportunity as he not been registered under the Securities Act, it cannot dispose of any or she has deemed adequate to obtain from representatives all of the Company Series A Preferred Stock unless such information securities are subsequently registered under the Securities Act or exemptions from such registration are available. The Investor understands that each certificate representing the Series A Preferred Stock will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act. These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold or otherwise transferred without an effective registration statement for such securities under the Act or the availability of an exemption from such registration requirements. (d) The Investor is sufficiently knowledgeable and experienced in the making of special situation investments so as is necessary to permit the Optionee be able to evaluate the risks and merits and risks of his or her its investment in the Company. (iii) The Optionee , and is able to bear the economic risk of holding such shares acquired pursuant to loss of its investment in the exercise of this option for an indefinite periodCompany. (ive) The Optionee understands Investor has been advised that (A) none of the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently Series A Preferred Stock has been registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years "blue sky" laws of any jurisdiction and even then will not be available unless a public market then exists for that the Common StockCompany, adequate information concerning in issuing the Company Series A Preferred Stock is then available to relying upon, among other things, the public, representations and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock warranties of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of Investor contained in this option under the Securities ActSection 7. (vf) The Optionee agrees thatNo broker, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Actfinder, the Optionee will not, without the prior written consent agent or similar intermediary has acted on behalf of the CompanyInvestor in connection with this Agreement or the transactions contemplated hereby and there are no brokerage commissions, offer, sell, contract to sell finder's fees or otherwise dispose of, directly similar fees or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after commissions payable by the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made Investor in this Section 12connection therewith.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the 212e Company, publicly offer, sell, contract to sell or or,.-, otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1213.

Representations. The Optionee Company hereby represents, warrants and covenants thatto RCP as follows: (ia) Any There are Five Billion (5,000,000,000) shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Common Stock of the Company such information authorized, of which approximately Forty Four Million Three Hundred Sixty Seven Thousand Seven Hundred and Nine (44,367,709) as is necessary to permit the Optionee to evaluate the merits of September 30, 2015 Shares of Common Stock are issued and risks outstanding; and approximately Four Billion Nine Hundred Fifty Five Million Six Hundred Thirty Two Thousand Two Hundred Ninety One (4,955,632,291) Shares of his or her investment in the Company.Common Stock are available for issuance pursuant hereto; (iiib) The Optionee is able shares of Common Stock to bear the economic risk of holding such shares acquired be issued pursuant to the exercise Order are duly authorized, and when issued will be duly and validly issued, fully paid and non-assessable, free and clear of this option all liens, encumbrances and preemptive and similar rights to subscribe for an indefinite period.or purchase securities; (ivc) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered exempt from registration under the Securities Act and issuable without any restrictive legend; (d) The Company shall reserve from its duly authorized capital stock a number of shares of Common Stock at least equal to the greater of the number of shares that could be issued pursuant to the terms of the Order and that Company shall reserve at its transfer agent, at a minimum. Two Hundred Thirty Million (230,000,000) shares during the Valuation Period in order to ensure that it can properly carry out the terms of this agreement, which may only be released to Company once all of the Settlement Shares and settlement fee shares have been delivered and converted pursuant to this agreement and Company’s obligations are "restricted otherwise fully satisfied or there has otherwise been a default pursuant to the terms of this Agreement; (e) If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order, Company shall promptly increase its authorized shares to ensure its ability to timely comply with the Order; (f) The execution of this Agreement and performance of the Order by Company and RCP will not (1) conflict with, violate or cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not already been obtained; (g) Without limitation, the Company hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; (h) The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; (i) The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed and delivered by Company; (j) Company did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company’s common stock or other securities" ; (k) There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims. There is no action based on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal proceeding; (l) There are no taxes due, payable or withholdable as an incident of Seller's provision of goods and services, and no taxes will be due, payable or withholdable as a result of settlement of the Claims; (m) Seller was not and within the past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated under the Act; (n) Company is operational and is a non-shell company within the meaning of Rule 144 under 405 and all applicable Securities Rules and Registration pertaining thereto; (o) Company represents that Seller is not, directly or indirectly, utilizing any of the proceeds received from RCP for selling the Claims to provide any consideration to or invest in any manner in the Company or any affiliate of the Company; (p) Company has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, limitation or suspension of trading in the Common Stock; (q) Seller will not, directly or indirectly, receive any consideration from or be compensated in any manner by, Company, or any affiliate of Company, in exchange for or in consideration of selling the Claims; (r) Company represents that none of the services provided or to be provided which gave rise to the Claims were or are services related to promoting the Company's Securities Act; or that may be considered investor relations services; (Bs) Company represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that the invoices or written contract(s)/promissory notes underlying each Claim are accurate representations of the nature of the debt and the amounts owed by the Company to Seller and that the goods or services which are the subject of the Claims being purchased have been received or rendered; (t) Company acknowledges that RCP or its affiliates may from time to time, hold outstanding securities of the Company which may be convertible in shares of the Company's common stock at a floating conversion rate tied to the current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company’s executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such transaction is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares along with settlement fee shares cannot be soldis binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. The Board of Directors of the Company has further given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that same may occur below the par value of the Company’s Common Stock if applicable. (u) None of the transactions, transferred agreements or otherwise disposed proceedings described above is part of unless they are subsequently registered under a plan or scheme to evade the registration requirements of the Securities Act or and INCAPTA and RCP are acting and have acted in an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Actarms length capacity. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. 20.1 The Optionee represents, warrants Holding Company and covenants each Obligor party hereto acknowledges that each Finance Party has entered into this Agreement and participated in the Facility (which is or will be syndicated on an international basis) in full reliance on the representations in this Clause 20 which are made and given without prejudice to the applicability of the 20.2 REPRESENTATIONS The Holding Company and each Obligor represents that: 20.2.1 Status it is a limited company, a stock corporation, a limited partnership or, as the case may be, a corporation duly formed, registered and validly existing under the laws of its Relevant Jurisdiction; 20.2.2 Capacity it has the capacity, power and authority to own its own property and to conduct its business as it is now being conducted and to enter into the Facility Documents and the Relevant Contracts to which it is a party and to exercise its rights and perform its obligations thereunder; 20.2.3 Authorisation all action required to authorise the execution, delivery and performance of the Facility Documents and the Relevant Contracts to which it is party has been duly taken; 20.2.4 No Deduction or Withholding under the laws of its Relevant Jurisdiction in force at the date hereof, it will not be required to make any deduction or withholding from any payment it may make under any of the Facility Documents; 20.2.5 Pari Passu under the laws of its Relevant Jurisdiction in force at the date hereof, the claims of each Finance Party against it under: (a) the Facility Documents (other than the Security Documents) to which it is a party will rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application; and (b) the Security Documents to which it is a party rank ahead of the claims of all its other creditors (save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application and other than, if and to the extent applicable, creditors with the benefit of Permitted Encumbrances) against the assets the subject of the encumbrances created by such Security Documents; 20.2.6 No Immunity in any proceedings taken in its Relevant Jurisdiction in relation to any of the Facility Documents, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process; 20.2.7 Governing Law and Judgements in any proceedings taken in its Relevant Jurisdiction in relation to any of the Facility Documents, the choice of English law or, as the case may be, German law or Dutch law as the governing law of 20.2.8 Validity and Admissibility in evidence all acts, conditions and things required to be done, fulfilled, performed and obtained (including, without limitation, the obtaining of any necessary consents) in order (a) to enable it lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in the Facility Documents and the Relevant Contracts to which it is a party, (b) to ensure that the obligations expressed to be assumed by it in the Facility Documents and the Relevant Contracts to which it is a party are legal, valid and binding and (c) to make the Facility Documents and the Relevant Contracts to which it is a party admissible in evidence in the forum selected in the relevant document have been done, fulfilled, performed and obtained; 20.2.9 No Filing or Stamp Taxes under the laws of its Relevant Jurisdiction in force at the date hereof, it is not necessary that any of the Facility Documents or the Relevant Contracts be filed, recorded or enrolled with any court or other authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation to any of the Facility Documents or Relevant Contracts, save for (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale notarisation in connection with, any distribution Germany of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or Share Pledges and any rule or regulation under the Securities Act. mortgages and (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives the notarisation of the instruments constituting the Target Security, the Initial Dutch Share Pledge, the PrimaCom Management Second Dutch Share Pledge and the PrimaCom Netherlands Account and Inter-Company such Loan Pledge in the Netherlands; 20.2.10 Binding Obligations the obligations expressed to be assumed by it in the Facility Documents and the Relevant Contracts to which it is a party are legal and valid obligations binding on it and enforceable in accordance with the terms thereof, subject to any qualifications as to matters of law in the legal opinions delivered or to be delivered in connection herewith or therewith; and 20.2.11 Information Systems the computer and management information as is necessary systems of the Group are sufficient to permit the Optionee Group to evaluate the merits and risks of his or her investment in the Companyconduct its business without Material Adverse Effect. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsALPA, warrants Northwest and covenants that: Purchaser acknowledge that (i) Any shares purchased upon exercise the Purchased Claim shall not be allowed for voting purposes, (ii) no party has made any representation or warranty as to the terms of this option shall any plan of reorganization Northwest or its affiliates may file with the Bankruptcy Court or that may be acquired for confirmed by the Optionee's account for investment onlyBankruptcy Court, and not with a view to, or for sale in connection with, any distribution (iii) the value of the shares Plan Consideration distributed in violation the Bankruptcy Case on account of the Securities Act Purchased Claim may differ materially from the Purchase Price. ALPA, Northwest and Purchaser further acknowledge that no party hereto nor any agent or representative of 1933 any party to this Agreement has made any representation whatsoever to any other party or its agent or representative regarding the status of the Bankruptcy Case, the condition of Northwest (the "Securities Act"financial or otherwise), or any rule other matter whatsoever relating to the Bankruptcy Case, the Plan, the Plan Consideration, the airline industry, the Purchased Claim or regulation under the Securities Act. ALPA Claim, except as expressly set forth herein. ALPA, Northwest and Purchaser further acknowledge that the parties to this Agreement may possess material non-public information concerning Northwest, other airlines or the Bankruptcy Case and hereby waive any claim they may have against each other arising out of or related to any such information or knowledge of any such information. Purchaser represents that it (iii) The Optionee has had such opportunity as he or she has deemed adequate is a sophisticated entity with respect to obtain from representatives its purchase of the Company such information as is necessary to permit the Optionee to evaluate the merits Purchased Claim and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk associated with entering into this Agreement and the purchase of holding such shares acquired pursuant to the exercise of this option for an indefinite period. Purchased Claim as provided herein, (ivii) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, has adequate information concerning Northwest’s business and financial condition and the Company is then available status of the Bankruptcy Case to make an informed decision regarding the publicpurchase of the Purchased Claim and has independently and without reliance on ALPA or Northwest, and other terms based on such information as it has deemed appropriate, performed its own analysis and conditions of Rule 144 are complied with; decided to enter into this Agreement, and (Diii) there is now no registration statement on file with the Securities has such knowledge and Exchange Commission with respect experience so as to any stock be aware of the Company risks and uncertainties inherent in the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent purchase of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, Purchased Claim as of the date of such payment, the representations made in this Section 12provided herein.

Representations. The Optionee represents, Sub-Sublessor represents and warrants and covenants that: (ia) Any shares purchased upon exercise the Main Lease consists of the instruments listed on EXHIBIT B, copies of which are attached to the Sublease, and is in full force and effect, has not been further modified or amended, and, to the best knowledge of Sub-Sublessor, there exists under the Main Lease no default or event of default, nor has there occurred any event which, with the giving of notice or passage of time or both, could constitute such a default or event of default; (b) the Sublease attached hereto is a complete copy of the Sublease and is in full force and effect, has not been further modified or amended, and, to the best knowledge of Sub-Sublessor, there exists under the Sublease no default or event of default, nor has there occurred any event which, with the giving of notice or passage of time or both, could constitute such default or event of default; (c) to the best knowledge of Sub-Sublessor, there is no pending termination of the Main Lease. Sub-Sublessor will notify Sub-Subtenant promptly if it becomes aware of any impending termination of the Main Lease; (d) there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Sub-Sublessor or, to the best of Sub-Sublessor's knowledge, against landlord or Sublessor which could, in the aggregate, adversely affect the Sub-Subleased Premises or any part thereof or the ability of landlord to perform its obligations under the Main Lease or of Sublessor to perform its obligations under the Sublease or of Sub-Sublessor to perform its obligations under this option shall be acquired Sub-Sublease, and Sub-Sublessor is not aware of any facts which might result in any such actions, suits or proceedings; (e) Sub-Sublessor has not received any written notice from any insurance company of any defects or inadequacies in the Sub-Subleased Premises or any part thereof which could adversely affect the insurability of the Sub-Subleased Premises or the premiums for the Optionee's account for investment only, and insurance thereof; (f) Sub-Sublessor has not with a view to, or for sale in connection with, received any distribution of written notice from any governmental entity that the shares Sub-Subleased Premises are in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act.applicable laws; and (iig) The Optionee ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ has had such opportunity as he not been informed by employees or she contractors of Sub-Sublessor that asbestos has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment been discovered in the Company. (iii) The Optionee is able to bear Sub-Subleased Premises during Sub-Sublessor's tenancy in the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the publicSub-Subleased Premises, and other terms and conditions ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ has made no independent investigation or inquiry into the presence of Rule 144 are complied with; and (D) there is now no registration statement on file with asbestos in the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActSub-Subleased Premises. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he he, she or she it has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1213.

Representations. 4.1 The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise offer of this option shall be acquired for Agreement by the Optionee's account for investment only, and Borrower was not with a view to, made to the Lender or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from its representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear United States and, at the economic risk of holding such shares acquired pursuant time the Lender's buy order was made to the exercise of this option for an indefinite period.Lender, the Lender and its representatives were outside the United States; (iv4.2 The Lender is not a U.S. Person, as defined in Rule 902(k) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (Dl) there is now no registration statement on file with (copies attached) of Regulation S as promulgated by the U.S. Securities and Exchange Commission with respect ("SEC"); 4.3 The Lender is not and will not be purchasing the Note or any Shares for the account or benefit of any U.S. Person; 4.4 The activities of the Lender contemplated hereunder are not part of any scheme to avoid the registration requirements of the U.S. Securities Act; 4.5 The Lender has no intention to distribute, and shall not transfer, either directly or indirectly, any interest in this Agreement, the Note or the Shares to any stock of person within the Company and the Company has no obligation United States or current intention to register any shares acquired U.S. persons except pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a an effective registration statement under the U.S. Securities Act, or an exemption therefrom; 4.6 The Lender agrees that any resale of any interest in this Agreement, the Optionee Note and any Shares will notbe made only in accordance with the provisions of SEC Regulation S, without pursuant to registration under the prior written consent of U.S. Securities Act and applicable state securities laws, or pursuant to an available exemption from such registration, and agrees not to engage in hedging transactions with regard to the CompanyBorrower's securities unless incompliance with the U.S. Securities Act; 4.7 all certificates evidencing the Lender's interests in the Note and underlying Shares shall bear the following legend, offerto which this Agreement is also subject: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS, sellAND THE TRANSFER THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, contract PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT"; 4.8 All certificates evidencing the Lender's Note shall also bear the following legend: "THIS NOTE AND ANY SHARES TO BE ISSUED UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE ACT, AND THIS NOTE MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. EACH PERSON EXERCISING THIS NOTE WILL BE REQUIRED TO GIVE: (A) WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON AND THE NOTE IS NOT BEING EXERCISED ON BEHALF OF A U.S. PERSON; OR (B) A WRITTEN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE NOTE AND THE SECURITIES DELIVERED UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE ACT OR ARE EXEMPT FROM REGISTRATION THEREUNDER. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT." 4.9 The Lender and the Borrower hereby agree that the Borrower shall not be bound by, and shall refuse to sell or otherwise dispose of, directly or indirectly (a "Disposition")register, any shares purchased upon exercise transfer of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this optionAgreement, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations Note and any Shares not made in this Section 12accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act and applicable state securities laws, or pursuant to an available exemption from such registration.

Representations. The Optionee represents(a) You represent and warrant to the Company that, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall the Option, you will be acquired acquiring the Option Shares for your own account for the Optionee's account for purpose of investment only, and not with a view to, to or for sale in connection with, with any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act")thereof, or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands you understand that (Ai) neither the shares acquired pursuant to Option nor the exercise of this option will not be Option Shares have been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and (ii) the Option Shares must be held indefinitely by you unless a subsequent disposition thereof is registered under said Act or is exempt from such registration. The stock certificates for any Option Shares issued to you will bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. (b) You further represent and warrant that you understand the Federal, state and local income tax consequences of the granting of the Option to you, the acquisition of rights to exercise the Option with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to Option Shares, the exercise of this option under the Securities Act. (v) The Optionee agrees thatOption and purchase of Option Shares, if and the subsequent sale or other disposition of any Option Shares. In addition, you understand that the Company offers will be required to withhold Federal, state or local taxes in respect of any compensation income realized by you as a result of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent any "disqualifying disposition" of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased Option Shares acquired upon exercise of this option for the Option granted hereunder. To the extent that the Company is required to withhold any such taxes as a period result of 90 days after any such "disqualifying disposition", you hereby agree that the effective date Company may deduct from any payments of any kind otherwise due to you an amount equal to the total Federal, state and local taxes required to be so withheld, or if such registration statementpayments are inadequate to satisfy such Federal, state and local taxes, or if no such payments are due or to become due to you, then you agree to provide the Company with cash funds or make other arrangements satisfactory to the Company regarding such payment. By making payment upon exercise It is understood that all matters with respect to the total amount of this optiontaxes to be withheld in respect of, the Optionee any such compensation income shall be deemed to have reaffirmed, as determined by the Board of the date of such payment, the representations made Directors in this Section 12its sole discretion.

Representations. The Optionee represents, undersigned hereby represents and warrants and covenants thatto the Corporation as follows: (ia) Any shares purchased upon exercise purchase of this option shall the Securities would be acquired solely for the Optionee's account for investment only, of the undersigned and not for the account of any other person or with a view toto any resale, fractionalization, division, or for sale distribution thereof. (b) The information contained herein is complete and accurate and may be relied upon by the Corporation, and the undersigned will notify the Corporation immediately of any material change in connection withany of such information occurring prior to the closing, if any, with respect to the purchase of Securities by the undersigned or any distribution co-purchaser. (c) There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the shares undersigned as reported in violation this Questionnaire. (d) The undersigned understands and acknowledges that the Securities, at issuance, are “restricted securities” under the Act and that under such Act and applicable regulations such Securities may be resold without registration under the Act only in certain limited circumstances and that otherwise such Securities must be held indefinitely. The undersigned acknowledges that there may occasionally be times when the Corporation, based on the advice of its counsel, determines that it must suspend the use of the prospectus forming a part of the Registration Statement (as such term is defined in the Securities Purchase Agreement to which this Questionnaire is attached) until such time as an amendment to the Registration Statement has been filed by the Corporation and declared effective by the Securities and Exchange Commission or until the Corporation has amended or supplemented such prospectus. The undersigned is aware that, in such event, the Securities will not be subject to ready liquidation, and that any Securities purchased by the undersigned would have to be held during such suspension. The overall commitment of the undersigned to investments which are not readily marketable is not excessive in view of the undersigned’s net worth and financial circumstances, and any purchase of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) will not cause such commitment to become excessive. The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee undersigned is able to bear the economic risk of holding such shares acquired pursuant to an investment in the exercise of this option for an indefinite periodSecurities. (ive) The Optionee undersigned has carefully considered the potential risks relating to the Corporation and a purchase of the Securities, and fully understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within speculative investments which involve a high degree of risk of loss of the meaning of Rule 144 under undersigned’s entire investment. Among others, the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under undersigned has reviewed the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file Corporation’s filings made with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any Exchange Act of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed1934, as of amended, including its Annual Report on Form 10-K for the date of such paymentyear ended December 31, 2009, and the representations made in this Section 12Quarterly Report on Form 10-Q for the three months ended March 31, 2010.